3/7  f 


THE  CLJB^UAAliEBM^Aftr  SUGAR  COMPANY 


WITH 


THE  NATIONAL  CITY  BANK  OF  NEW  YORK, 

AS  TRUSTEE 


® rust  Agreement 

Dated  March  15,  1921 


SECURING 

$10,000,000  FIRST  MORTGAGE  COLLATERAL  EIGHT  PER  CENT.  SINKING  FUND 

GOLD  BONDS 


The  Evening  Post  Job  Printing  Office.  Inc..  154  Fulton  St.,  N.  Y. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/cubanamericansugOOcuba 


Agrmimtt,  this  15th  day  of  March,  1921,  between 
The  Cuban-American  Sugar  Company,  a corporation 
organized  and  existing  under  the  laws  of  the  State  of 
New  Jersey  (hereinafter  called  the  “Company”),  party 
of  the  first  part,  and  The  National  City  Bank  of  New 
York,  a corporation  organized  and  existing  under  the 
laws  of  the  United  States  of  America  (hereinafter  called 
the  “Trustee”),  party  of  the  second  part. 


Whereas,  (lie  Company  has  deemed  it  necessary  to 
borrow  money  for  its  corporate  purposes  and,  to  that 
end,  has  duly  authorized  and  directed  an  issue  of  bonds, 
not  exceeding  the  aggregate  principal  amount  of  Ten 
Million  Dollars,  to  be  designated  as  its  First  Mortgage 
Collateral  Eight  Per  Cent.  Sinking  Fund  Gold  Bonds,  to 
be  dated  as  of  March  15,  1921,  to  mature  March  15,  1931, 
to  be  secured  by  the  pledge  of  the  property  hereinafter 
described,  to  bear  interest  from  date  at  the  rate  of  eight 
per  cent,  per  annum,  payable  semi-annually  on  Septem- 
ber 15  and  March  15  in  each  year,  to  be  signed  in  its  cor- 
porate name  by  its  President  or  a Vice-President,  im- 
pressed with  its  corporate  seal,  attested  by  its  Secretary 
or  an  Assistant  Secretary,  to  have  interest  coupons  at- 
tached, executed  with  the  facsimile  signature  of  its 
Treasurer,  and  to  be  authenticated  by  the  certificate  of 
the  Trustee  indorsed  thereon,  which  Bonds,  interest 
coupons  and  Trustee's  certificate  are  to  be  substantially 
in  the  following  forms,  respectively  (except  that  the 
words  “unless  the  Bond  herein  mentioned  shall  have  been 
called  for  previous  redemption,”  shall  be  omitted  from  all 
interest  coupons  maturing  September  15,  1921)  : 


2 


[form  of  bond] 

No.  $ 

UNITED  STATES  OF  AMERICA 

THE  CUB  AN- AMERICAN  SUGAR  COMPANY 

First  Mortgage  Collateral  Eight  Per  Cent.  Sinking 
Fund  Gold  Bond 

The  Cuban-American  Sugar  Company  (hereinafter 
called  the  “Company”),  for  value  received,  promises  to 
pay  to  Bearer,  or  if  the  ownership  of  this  Bond  be  regis- 
tered, to  the  registered  holder  hereof,  the  principal  sum  of 

Dollars,  on  March  15,  1931, 
and  to  pay  interest  thereon  from  the  date  hereof,  at  the 
rate  of  eight  per  cent,  per  annum,  semi-annually  on 
September  15  and  March  15  in  each  year.  Until  the 
maturity  of  this  Bond,  such  interest  shall  be  paid  only 
upon  the  presentation  and  surrender  of  the  attached 
interest  coupons  as  they  severally  mature.  Both  prin- 
cipal and  interest  of  this  Bond  are  payable  in  United 
States  gold  coin  of  or  equal  to  the  present  standard  of 
weight  and  fineness,  at  the  principal  office  of  the  Trustee 
hereinafter  named,  in  the  Borough  of  Manhattan,  City 
and  State  of  New  York. 

This  is  one  of  a duly  authorized  issue  of  Bonds  of  the 
Company,  of  an  aggregate  principal  amount  of  not  exceed- 
ing Ten  Million  Dollars,  known  as  its  First  Mortgage 
Collateral  Eight  Per  Cent.  Sinking  Fund  Gold  Bonds, 
all  of  like  date  and  substantially  similar  tenor,  except 
as  to  the  denomination  thereof,  and  all  issued  under  and 
equally  secured  by  a certain  Trust  Agreement,  dated 
March  15,  1921,  executed  by  the  Company  and  The 
National  City  Bank  of  New  York,  as  Trustee,  to  which 
Trust  Agreement  reference  is  hereby  made  for  a state- 
ment of  the  terms  under  which  the  said  Bonds  are  issued, 
the  nature  of  the  security  and  the  rights  and  obligations 
of  the  Company,  the  Trustee  and  the  respective  holders 
of  the  said  Bonds  with  respect  thereto. 

In  the  event  of  default  by  the  Company  as  set  forth 
in  the  said  Trust  Agreement,  the  principal  of  all  the 


3 


Bonds  issued  and  outstanding  thereunder  may  be  declared 
or  may  become  due  and  payable  before  maturity  in  the 
manner  and  with  the  effect  therein  provided. 

This  Bond,  together  with  all  other  outstanding  Bonds 
of  this  issue,  may  be  redeemed  as  a whole,  but  not  as  to  a 
part  only  thereof,  on  any  semi-annual  interest  date  prior 
to  maturity,  upon  at  least  thirty  days'  prior  published 
notice,  and  in  the  manner  provided  in  the  said  Trust 
Agreement,  at  1071A  per  cent,  of  the  principal  amount 
thereof. 

This  Bond  shall  pass  by  delivery  until  registered  in 
the  owner’s  name  on  books  kept  for  that  purpose  at  the 
said  principal  office  of  the  Trustee,  such  registration 
being  noted  hereon.  After  such  registration,  no  further 
transfer  hereof  shall  be  valid  unless  made  on  the  said 
books  by  the  registered  holder  in  person  or  by  duly  author- 
ized attorney,  and  similarly  noted  hereon ; but  this  Bond 
may  be  discharged  from  registry  by  being  in  like  manner 
transferred  to  bearer,  and  thereupon  transferability  by 
delivery  shall  be  restored.  This  Bond  shall  continue  to 
be  subject  to  successive  registrations  and  transfers  to 
bearer,  at  the  option  of  the  holder;  but  no  registration 
shall  affect  the  negotiability  of  the  attached  interest 
coupons,  which  shall  continue  to  be  payable  to  bearer 
and  transferable  by  delivery  merely. 

No  recourse  shall  be  had  for  the  payment  of  any  part 
of  either  principal  or  interest  of  this  Bond,  or  for  any 
claim  based  hereon  or  thereon,  or  otherwise  in  any 
manner  in  respect  hereof  or  in  respect  of  the  said  Trust 
Agreement,  to  or  against  any  stockholder,  officer  or 
director  of  the  Company,  past,  present  or  future,  by  virtue 
of  any  statute  or  by  the  enforcement  of  any  assessment 
or  penalty  or  in  any  manner. 

This  Bond  shall  not  be  obligatory  or  valid  for  any 
purpose  until  authenticated  by  the  execution  by  the  Trus- 
tee of  the  certificate  indorsed  hereon. 

In  witness  whereof,  the  Company  has  caused  this 
Bond  to  be  executed  in  its  corporate  name  by  its  Presi- 
dent or  a Vice-President  and  impressed  with  its  corporate 
seal,  attested  by  its  Secretary  or  an  Assistant  Secretary, 


4 


and  the  attached  interest  coupons  to  he  executed  with  the 
facsimile  signature  of  its  Treasurer,  as  of  March  15,  1921. 

The  Cuban-American  Sugar  Company, 

By 


Attest : 


President 


Secretary 

[form  of  interest  coupon] 


No.  $ 

On  the  15th  day  of  , 19  , unless 

the  Bond  herein  mentioned  shall  have  been  called  for 
previous  redemption,  The  Cuban-American  Sugar  Com- 
pany will  pay  to  Bearer,  at  the  principal  office  of  The 
National  City  Bank  of  New  York,  in  the  Borough  of 
Manhattan,  City  and  State  of  New  York, 

Dollars,  in  United  States  gold  coin,  being  six 
months’  interest  then  due  on  its  First  Mortgage  Collateral 
Eight  Per  Cent.  Sinking  Fund  Gold  Bond,  No. 


Treasurer 

[form  of  trustee's  certificate] 

This  is  one  of  the  Bonds  described  in  the  within  men- 
tioned Trust  Agreement. 

The  National  City  Bank  of  New  York, 

as  Trustee, 
By 


And  whereas  all  things  necessary  to  make  the  Bonds, 
when  duly  authenticated  by  the  Trustee,  the  valid,  bind- 
ing and  legal  obligations  of  the  Company,  and  to  consti- 
tute this  Agreement  a valid  instrument  for  the  security 
thereof,  have  been  done  and  performed,  and  the  execution 
and  delivery  of  this  Agreement  and  the  issue  of  the  Bonds, 
as  in  this  Agreement  provided,  have  been  in  all  respects 
duly  authorized; 


5 


NOW,  THEREFORE,  THIS  AGREEMENT  WITNESSETH: 
That,  in  consideration  of  the  premises  and  of  the  pur- 
chase and  acceptance  of  the  Bonds  by  those  who  shall 
hold  the  same  from  time  to  time,  and  of  the  sum  of  One 
Dollar  to  the  Company  duly  paid  by  the  Trustee,  the 
receipt  whereof  is  hereby  acknowledged,  and  to  secure 
the  payment  of  the  principal  and  interest  of  all  the 
Bonds  at  any  time  issued  and  outstanding  hereunder, 
according  to  their  tenor  and  effect,  and  to  secure  the 
faithful  observance  and  performance  of  all  the  covenants 
and  conditions  herein  contained,  the  Company  has 
assigned,  conveyed,  pledged,  transferred  and  set  over, 
and,  by  these  presents,  does  assign,  convey,  pledge,  trans- 
fer and  set  over  unto  the  Trustee,  its  successors  and 
assigns,  forever,  all  and  singular  the  following  de- 
scribed first  mortgage  bonds  now  owned  by  the  Company 
(which,  together  with  any  other  securities  which  may  at 
any  time  be  held  by  the  Trustee  hereunder,  are  herein- 
after sometimes  referred  to,  collectively,  as  the  “pledged 
property”)  : 

$3,000,000,  aggregate  principal  amount,  First 
Mortgage  Five  Per  Cent,  Gold  Bonds,  maturing 
April  1,  1952,  of  the  Colonial  Sugars  Company,  a 
corporation  organized  and  existing  under  the  laws  of 
the  State  of  New  Jersey; 

$3,500,000,  aggregate  principal  amount,  Refund- 
ing First  Mortgage  Six  Per  Cent.  Gold  Bonds,  Series 
B,  maturing  October  1,  1929,  of  The  Chaparra  Sugar 
Company,  a corporation  organized  and  existing  under 
the  laws  of  the  State  of  New  Jersey; 

$1,000,000,  aggregate  principal  amount,  Refund- 
ing First  Mortgage  Six  Per  Cent,  Gold  Bonds,  Series 
B,  maturing  October  1,  1929,  of  The  Tinguaro  Sugar 
Company,  a corporation  organized  and  existing  under 
the  Laws  of  the  State  of  New  Jersey; 


6 


$300,000,  aggregate  principal  amount,  Refunding 
First  Mortgage  Six  Per  Cent.  Gold  Ronds,  Series  B, 
maturing  October  1,  1929,  of  The  Cuban  Sugar 
Refining  Company,  a corporation  organized  and  exist- 
ing under  the  Laws  of  tbe  State  of  New  Jersey; 

$900,000,  aggregate  principal  amount,  Refunding 
First  Mortgage  Six  Per  Cent.  Gold  Bonds,  Series  C, 
maturing  October  1,  1929,  of  the  said  The  Cuban 
Sugar  Refining  Company; 

$2,060,000,  aggregate  principal  amount,  First 
Mortgage  Six  Per  Cent,  Gold  Bonds,  Series  A,  ma- 
turing October  1,  1929,  of  the  San  Manuel  Sugar 
Company,  a corporation  organized  and  existing  under 
the  Laws  of  the  State  of  New  Jersey; 

$770,000,  aggregate  principal  amount,  First  Mort- 
gage Six  Per  Cent.  Gold  Bonds,  Series  A,  maturing 
October  1,  1929,  of  the  Chaparra  Railroad  Company, 
a corporation  organized  and  existing  under  the  Laws 
of  the  State  of  New  Jersey; 

$400,000,  aggregate  principal  amount,  Refunding 
First  Mortgage  Six  Per  Cent.  Gold  Bonds,  Series  B, 
maturing  October  1,  1929,  of  The  Unidad  Sugar 
Company,  a corporation  organized  and  existing  under 
the  Laws  of  the  State  of  New  Jersey;  and 

$500,000,  aggregate  principal  amount,  Refunding- 
First  Mortgage  Six  Per  Cent,  Gold  Bonds,  Series  C, 
maturing  October  1,  1929,  of  the  Mercedita  Sugar 
Company,  a corporation  organized  and  existing  under 
the  Laws  of  the  State  of  New  Jersey; 

In  trust,  nevertheless,  upon  the  terms  and  condi- 
tions herein  set  forth,  for  those  who  shall  hold  the  Bonds 
issued  hereunder  and  the  interest  coupons  pertaining 
thereto,  without  preference  of  any  of  the  Bonds  or  in- 
terest coupons  over  any  of  the  others  by  reason  of 
priority  in  the  time  of  issue,  sale  or  negotiation  thereof, 
or  otherwise  for  any  cause  whatever; 


Provided,  however,  and  these  presents  are  upon  the 
express  condition,  that,  if  the  Company,  its  successors  or 
assigns,  shall  well  and  truly  pay,  or  cause  or  secure  to  be 
paid,  the  principal  of  the  Bonds  and  the  interest  due  or 
to  become  due  thereon,  at  the  times  and  in  the  manner 
mentioned  in  the  Bonds,  according  to  the  true  intent  and 
meaning  thereof,  and  shall  well  and  truly  keep,  perform 
and  observe  all  the  covenants  and  conditions  in  this 
Agreement  expressed  to  be  kept,  performed  and  observed 
by  it,  and  shall  pay  to  the  Trustee  all  sums  of  money 
due  or  to  become  due  to  it  in  accordance  with  the  terms 
and  provisions  hereof,  then  this  Agreement  and  the  rights 
hereby  granted  shall  cease,  determine  and  be  void,  and 
the  Trustee,  in  such  case,  on  written  demand  of  the  Com- 
pany, shall  cancel  and  satisfy  this  Agreement  and  shall 
deliver  to  or  upon  the  written  order  of  the  Company, 
signed  by  its  President  or  a Vice-President  and  its  Secre- 
tary or  an  Assistant  Secretary,  the  pledged  property  then 
in  its  possession ; otherwise  to  be  and  remain  in  full  force 
and  effect. 

And  it  is  hereby  covenanted  and  agreed,  that  the 
Bonds  are  to  be  issued,  authenticated  and  delivered,  and 
the  pledged  property  is  to  be  held  by  the  Trustee,  subject 
to  the  following  covenants,  conditions,  uses  and  trusts: 

ARTICLE  FIRST. 

Designation,  Form,  Issue,  Authentication  and  Regis- 
tration of  Bonds. 

Section  1.  The  Bonds  to  be  issued  under  this  Agree- 
ment shall  be  designated  as  the  Company's  “First  Mort- 
gage Collateral  Eight  Per  Cent.  Sinking  Fund  Gold 
Bonds”,  and  they  and  the  interest  coupons  attached 
thereto  shall  be  substantially  in  the  form  and  of  the 
tenor  hereinbefore  recited,  respectively.  Bonds  may  be 


8 


issued,  at  the  option  of  the  Company,  in  denominations 
of  either  .fl  000  or  f^OO. 

Section  2.  Upon  the  execution  hereof,  the  Company 
shall  execute  in  the  manner  hereinbefore  recited  and  de- 
liver to  the  Trustee,  Ten  Million  Dollars,  aggregate  prin- 
cipal amount,  of  Bonds ; and  the  Trustee  shall  thereupon 
authenticate  the  same  and  deliver  the  Bonds  so  authen- 
ticated to  or  upon  the  written  order  of  the  Company, 
signed  b}T  its  President  or  a Vice-President.  The  Trustee 
shall  be  under  no  obligation  to  see  to  the  proper  applica- 
tion of  the  Bonds,  or  of  the  proceeds  thereof,  by  the 
Company. 

Only  such  Bonds  as  shall  be  authenticated  by  a 
certificate  substantially  in  the  form  hereinbefore  recited, 
executed  by  the  Trustee,  shall  be  entitled  to  any  right  or 
benefit  under  this  Agreement ; and  such  authentication 
by  the  Trustee  shall  be  conclusive  evidence  that  any 
Bond  so  authenticated  has  been  duly  issued  hereunder 
and  that  the  holder  is  entitled  to  the  benefits  hereof. 

Section  3.  The  holder  of  any  definitive  Bond  may  have 
the  ownership  thereof  registered  on  books  to  be  kept  for 
that  purpose  at  the  principal  office  of  the  Trustee  in  the 
Borongli  of  Manhattan,  City  and  State  of  New  York,  and 
such  registration  noted  on  the  Bond.  After  such  regis- 
tration, no  further  transfer  of  such  Bond  shall  be  valid 
unless  made  on  the  said  books  by  the  registered  holder 
in  person  or  by  duly  authorized  attorney  and  similarly 
noted  on  the  Bond;  but  the  same  may  be  discharged  from 
registry  by  being  in  like  manner  transferred  to  bearer, 
and  thereupon  transferability  by  delivery  shall  be 
restored.  Bonds  shall  continue  to  be  subject  to  suc- 
cessive registrations  and  transfers  to  bearer,  at  the  option 
of  their  respective  holders;  but  no  registration  of  any 
Bond  shall  affect  the  negotiability  of  the  interest  cou- 


9 


pons  pertaining  thereto,  which  shall  continue  to  be  pay 
able  to  bearer  and  transferable  by  delivery  merely. 

Section  4.  Until  definitive  Bonds  are  prepared,  the 
Company  may  execute  and  deliver  typewritten  or  printed 
temporary  Bonds,  substantially  of  the  tenor  of  the  Bonds 
hereinbefore  recited,  except  that  such  temporary  Bonds 
shall  be  issued  without  interest  coupons  and  need  not 
contain  provisions  for  registration.  Such  temporary 
Bonds  shall  be  of  the  denominations  of  $500,  $1000  or 
any  multiple  thereof,  as  the  Company  may  determine,  and 
shall  bear  upon  their  face  the  words,  “Temporary  Bond : 
exchangeable  for  a like  principal  amount  of  definitive 
Bonds”,  and  shall  be  authenticated  by  the  Trustee  in 
substantially  the  same  manner  as  is  herein  provided  for 
the  definitive  Bonds,  and  such  authentication  shall  be 
conclusive  evidence  that  any  temporary  Bond  so  authen- 
ticated has  been  duly  issued  hereunder,  and  that  the 
holder  is  entitled  to  the  benefits  of  this  Agreement.  Any 
or  all  such  temporary  Bonds  duly  issued  and  authenti- 
cated hereunder  shall  be  exchangeable  for  a like  prin- 
cipal amount  of  definitive  Bonds,  when  such  definitive 
Bonds  are  ready  for  delivery,  and,  upon  any  such  ex- 
change, the  temporary  Bonds  shall  forthwith  be  cancelled 
by  the  Trustee  and,  upon  demand,  delivered  to  the  Com- 
pany. Until  so  exchanged,  such  temporary  Bonds  shall 
in  all  respects  be  entitled  to  the  benefits  of  this  Agree- 
ment, as  Bonds  issued  and  authenticated  hereunder;  and 
interest,  when  and  as  paid,  shall  be  indorsed  thereon. 

Section  5.  In  case  any  Bond  issued  hereunder,  with 
its  interest  coupons,  if  any,  shall  be  mutilated,  destroyed 
or  lost,  the  Company  in  its  discretion  may  issue,  and 
thereupon  the  Trustee  shall  authenticate  and  deliver,  a 
new  Bond  of  like  denomination,  tenor  and  date,  in  ex- 
change and  substitution  for  and  upon  the  cancellation  of 


10 


the  mutilated  Bond  and  its  interest  coupons,  or  in  lieu 
of  and  in  substitution  for  the  Bond  and  its  interest  cou- 
pons  so  destroyed  or  lost,  upon  receipt  of  evidence  satis- 
factory to  the  Company  and  the  Trustee  of  the  destruc- 
tion or  loss  of  such  Bond  and  its  interest  coupons  and 
upon  the  receipt,  also,  of  indemnity  satisfactory  to  them. 

ARTICLE  SECOND. 

Covenants  of  the  Company. 

The  Company  covenants  with  the  Trustee  and  with 
the  holders  of  the  Bonds  as  follows: 

Section  6.  The  Company  will  pay  the  principal  and 
interest  of  all  the  Bonds  duly  issued  hereunder  according 
to  the  terms  thereof  and  of  this  Agreement. 

Section  7.  The  Company  will  at  all  times,  until  the 
payment  of  all  the  Bonds  issued  hereunder,  keep  an  office 
or  agency  in  the  Borough  of  Manhattan,  City  and  State 
of  New  York,  where  notices  and  demands  in  respect  of 
such  Bonds  may  be  served;  and  it  will,  from  time  to  time, 
give  notice  to  the  Trustee  of  the  location  of  such  office 
or  agency.  In  case  the  Company  shall  fail  so  to  do, 
notices  may  be  served  and  demands  may  be  made  at  the 
principal  office  of  the  Trustee,  in  the  said  Borough  of 
Manhattan,  City  of  New  York.  The  Company  will  at  all 
times  keep  or  cause  to  be  kept  at  the  said  principal 
office  of  the  Trustee,  books  in  which  the  ownership  of 
any  of  the  definitive  Bonds  may  be  registered,  upon 
presentation  thereof  for  such  purpose,  as  provided  in 
Section  3 hereof. 

Section  8.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  not  directly  or 
indirectly  extend  or  assent  to  the  extension  of  the  time 


11 


for  the  payment  of  any  interest  coupon  or  claim  for  inter- 
est of  or  upon  any  Bond,  and  it  will  not  directly  or  indi- 
rectly be  a party  to  any  arrangement  therefor,  either  by 
purchasing  or  refunding  or  in  any  manner  keeping  alive 
such  interest  coupon  or  claim  for  interest,  or  otherwise. 
In  case  the  payment  of  any  such  interest  coupon  or  claim 
for  interest  shall  be  so  extended  by  or  with  or  without  the 
consent  of  the  Company,  then,  anything  in  this  Agree- 
ment contained  to  the  contrary  notwithstanding,  such 
interest  coupon  or  claim  for  interest  so  extended  shall  not 
be  entitled,  in  case  of  default  hereunder,  to  any  benefit 
of  or  under  this  Agreement,  except  after  the  prior  payment 
in  full  of  the  principal  of  all  the  Bonds  issued  hereunder 
and  of  all  such  interest  coupons  and  claims  for  interest 
as  shall  not  have  been  so  extended. 

Section  9.  The  Company  is  lawfully  possessed  of  all 
the  first  mortgage  bonds  hereby  pledged,  and  has  good 
right  to  pledge  the  same  for  the  purposes  herein  expressed. 
The  said  bonds  are  respectively  secured  by  mortgages  con- 
stituting first  mortgage  liens  upon  the  properties  therein 
described,  respectively,  which  are  substantially  all  the 
properties  and  assets  of  the  several  corporations  issuing 
the  said  bonds;  and  the  said  bonds  are  all  the  bonds  now 
issued  and  outstanding  under  the  said  mortgages,  re- 
spectively. The  Company  will  cause  the  said  mortgages 
and  any  and  all  documents  supplemental  thereto  to  be  and 
be  kept  filed  and  recorded  in  such  manner  and  in  such 
places  as  may  be  required  by  law,  in  order  fully  to  pre- 
serve and  protect  the  respective  liens  thereof  and  the 
security  of  the  bonds  issued  thereunder. 

Section  10.  At  the  date  of  the  execution  of  this  Agree- 
ment, the  Company  owns  or  controls,  free  and  clear  of 
any  pledge  or  lien  or  adverse  claim  whatever,  all  the  is- 
sued and  outstanding  shares  of  the  capital  stock  of  the 


s » r U i . 


12 


following  named  subsidiary  companies,  each  of  which  is  a 
corporation  organized  and  existing  under  the  laws  of  the 


State  of  New  Jersey: 

The  Chaparra  Sugar  Com- 
pany 

Cliaparra  Railroad  Com- 
pany 

San  Manuel  Sugar  Com- 
pany 

The  Tinguaro  Sugar  Com- 
pany 


Mercedita  Sugar  Company 
The  Cuban  Sugar  Refining 
Company 

The  TTiidad  Sugar  Company 
Colonial  Sugars  Company 


The  properties  and  assets  of  each  of  the  said  subsidiary 
companies  are  free  of  any  mortgage  or  lien  of  any  char- 
acter, other  than  ccnsos  or  charges  for  religious  purposes 
and  the  liens  of  the  mortgages  respectively  securing  the 
bonds  pledged  hereunder. 


Section  11.  Within  ninety  days  after  the  date  of  this 
Agreement,  the  Company  will  cause  the  said  Chaparra 
Railroad  Company  to  issue  $2,130,000,  aggregate  princi- 
pal amount,  additional  bonds  of  its  issue  of  First  Mort- 
gage Six  Per  Cent.  Gold  Bonds,  Series  A,  hereinbefore 
described,  and  will  cause  the  said  San  Manuel  Sugar  Com- 
pany to  issue  $1,440,000,  aggregate  principal  amount, 
additional  bonds  of  its  issue  of  First  Mortgage  Six  Per 
Cent.  Gold  Bonds,  Series  A,  hereinbefore  described ; and, 
upon  the  issue  thereof,  the  Company  will  forthwith 
acquire  all  the  said  bonds  and  pledge  the  same  with  the 
trustee,  as  additional  security  under  this  Agreement. 


Section  12.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  comply,  and  will 
cause  each  subsidiary  company  (as  defined  in  Section 
4G  hereof)  to  comply,  with  all  lawful  requirements  of  the 
laws  of  the  State  of  New  Jersey  and  of  any  other  State  or 
States  of  the  United  States  of  America  and  of  the  Re- 


13 


public  of  Cuba  and  of  any  other  government,  applicable 
to  the  Company  or  to  any  subsidiary  company ; and  it  will 
not  do,  suffer  or  permit  any  act  or  thing  whereby  the  pay- 
ment of  the  indebtedness  evidenced  by  the  Bonds  issued 
hereunder  might  or  could  be  hindered,  delayed  or  im- 
perilled, or  whereby  the  security  of  the  same  might  or 
could  be  impaired  or  injuriously  affected. 

Section  33.  The  Company  will  cause  each  of  its  sub- 
sidiary companies,  the  bonds  of  which  may  from  time  to 
time  be  pledged  hereunder,  faithfully  to  observe  and  per- 
form all  the  covenants  and  agreements  contained  in  the 
mortgages  respectively  securing  such  bonds;  and  the  Com- 
pany hereby  unconditionally  guarantees  the  due  and 
punctual  payment  of  the  principal  and  interest  of  all 
bonds  from  time  to  time  pledged  under  this  Agreement, 
and  the  faithful  observance  and  performance  of  each  and 
all  of  the  terms,  conditions  and  covenants  contained  in 
each  of  the  mortgages  securing  the  same,  respectively. 

Section  14.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  not  execute  any 
mortgage  upon,  or  make  any  pledge  of,  any  part  of  its 
fixed  assets  (as  defined  in  Section  46  hereof)  and  it  will 
not  either  directly  or  indirectly  make,  issue  or  negotiate 
any  other  issue  of  bonds,  notes  or  other  funded  obligations, 
or  contract  any  funded  indebtedness,  without  expressly 
providing  as  part  of  the  terms  thereof,  that  all  such 
bonds,  notes  and  other  funded  obligations  or  indebted- 
ness shall  be  subject  and  subordinate  to  the  Bonds  issued 
under  this  Agreement,  and  that,  until  all  the  Bonds  issued 
hereunder  shall  have  been  paid  in  full,  none  of  such  other 
bonds,  notes,  funded  obligations  or  indebtedness  shall  be 
payable  or  paid,  and  that  the  payment  of  the  same  shall  be 
unconditionally  postponed,  and  that  the  holders  thereof 


14 


shall  have  no  right  in  law  or  in  equity  to  sue  for  or 
enforce  the  payment  thereof,  by  suit  or  otherwise;  pro- 
vided, that  nothing  herein  shall  apply  to  such  notes, 
debts,  obligations,  liabilities  or  contracts  as  may  be 
made,  incurred  or  contracted  by  the  Company  in  the 
ordinary  course  of  conducting  its  business,  and  matur- 
ing not  later  than  one  year  from  their  date;  and  pro- 
vided, further,  that  nothing  herein  contained  shall  pre- 
vent the  Company  from  acquiring  property  subject  to 
an  existing  mortgage  or  mortgages  thereon  of  not  exceed- 
ing sixty  per  cent,  of  the  fair  value  thereof,  or  from 
securing  the  purchase  price  of  any  property  hereafter 
acquired  by  a purchase  money  mortgage  or  mortgages  of 
not  exceeding  a like  percentage  of  its  fair  value. 

Section  15.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  at  no  time  suffer 
or  permit  any  subsidiary  company  whose  bonds  may,  at 
the  time,  be  pledged  under  this  Agreement,  to  execute 
any  additional  mortgage  upon,  or  make  any  pledge  of, 
any  part  of  its  fixed  assets,  unless  all  the  bonds  or 
other  obligations  secured  thereby  are  forthwith  pledged 
with  the  Trustee  hereunder  as  additional  security  for 
the  Bonds  issued  under  this  Agreement;  and  the  Com- 
pany will  in  no  event  cause,  suffer  or  permit  any  sub- 
sidiary company  to  execute  any  mortgage  upon,  or  make 
any  pledge  of,  any  part  of  its  fixed  assets,  or  to  make, 
issue  or  negotiate  any  bonds,  notes  or  other  funded  obli- 
gations, whether  or  not  the  same  shall  be  secured  by 
mortgage  or  pledge,  unless  (he  Company  shall  forthwith 
acquire,  free  from  lien  of  any  character,  all  of  such  bonds, 
notes  or  other  obligations;  provided,  that  nothing  herein 
shall  apply  to  such  notes,  debts,  obligations,  liabilities 
or  contracts  as  may  be  made,  incurred  or  contracted 
by  any  subsidiary  company  in  the  ordinary  course  of 


15 


conducting  its  business  and  maturing  not  later  than  one 
year  from  their  date;  and  provided,  further,  that  nothing 
herein  contained  shall  prevent  a subsidiary  company 
from  acquiring  property  subject  to  an  existing  mortgage 
or  mortgages  thereon,  if  the  liability  assumed  by  such 
subsidiary  company  with  respect  to  the  aggregate  in- 
debtedness secured  by  such  mortgage  or  mortgages  shall 
not  exceed  sixty  per  cent,  of  the  fair  physical  value  of 
such  property,  or  from  securing  the  purchase  price  of 
property  hereafter  acquired  by  a purchase  money  mort- 
gage or  mortgages  of  not  exceeding  in  the  aggregate  a like 
percentage  of  its  fair  physical  value. 

Section  16.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  from  time  to  time 
acquire,  as  issued,  such  proportion  of  any  additional  stock 
which  may  be  issued  by  any  of  its  subsidiary  companies,  as 
the  amount  owned  or  controlled  by  the  Company  immedi- 
ately prior  to  such  issue  bore  to  the  total  amount  of  the 
capital  stock  of  such  subsidiary  company  then  outstand- 
ing; and  whenever  any  subsidiary  company,  the  bonds  of 
which  shall  at  the  time  be  pledged  hereunder,  shall  become 
entitled,  under  the  terms  of  the  mortgage  securing  such 
bonds,  to  have  additional  bonds  authenticated  thereunder, 
the  Company  will  promptly  cause  all  additional  bonds  to 
which  such  subsidiary  company  may  be  entitled,  to  be 
executed  by  such  subsidiary  company,  authenticated  by 
the  trustee  acting  under  the  mortgage  securing  the  same, 
and  pledged  with  the  Trustee  hereunder  as  additional 
security  for  the  Bonds  issued  under  this  Agreement. 

Section  17.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  not  sell  or  other- 
wise dispose  of  any  shares  of  stock  of  any  subsidiary 
company,  the  bonds  of  which  shall  at  the  time  be  pledged 
under  this  Agreement. 


4 


16 

Section  18.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  at  all  times 
maintain  net  current  assets  (as  defined  in  Section  46 
hereof)  at  an  amount  at  least  equal  to  the  aggregate 
principal  amount  of  the  Bonds  outstanding  hereunder. 

Section  19.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  not  suffer  or 
permit  any  subsidiary  company,  the  bonds  of  which  shall 
at  the  time  be  pledged  hereunder,  to  merge  into  or  con- 
solidate with  any  other  corporation,  except  the  Company 
or  another  subsidiary  company,  or  to  sell  or  otherwise 
dispose  of  its  properties  as  an  entirety,  except  to  the 
Company  or  to  another  subsidiary  company,  or  to  lease 
any  substantial  part  of  its  properties,  except  to  the  Com- 
pany or  to  another  subsidiary  company;  provided,  that 
any  subsidiary  company  may  from  time  to  time  lease 
sugar  cane  producing  properties,  or  portions  thereof,  to 
farmers  or  colonos  under  the  usual  colono  contracts  for 
the  cultivation  of  cane. 

Section  20.  In  case  the  Company  or  any  subsidiary 
company,  the  bonds  of  which  shall  at  the  time  be  pledged 
hereunder,  shall  sell  any  substantial  or  essential  part  of 
its  fixed  assets,  the  Company  will  cause  the  proceeds  of 
such  sale,  or  an  amount  equivalent  thereto,  to  be  applied 
to  the  purchase  of  other  fixed  assets  at  least  equal  in 
value  to  the  properties  sold,  and  shall  not  distribute  or 
apply  any  part  of  such  proceeds  either  by  way  of  a divi- 
dend or  distribution  of  capital  or  profits,  or  in  the  pay- 
ment of  current  expenses,  or  in  any  other  manner,  except 
as  above  provided;  provided,  that  at  the  option  of  the 
Company  any  part  of  such  proceeds  may  be  paid  over 
to  the  Trustee,  to  be  applied  by  it  in  the  manner  provided 
in  Section  31  hereof. 


17 


Without  in  any  way  limiting  the  meaning  of  the 
term  “substantial  or  essential  part  of  its  fixed  assets”, 
whenever  the  fair  value  of  the  fixed  assets  of  the 
Company  and  its  subsidiary  companies,  sold  within 
any  period  of  one  year,  shall  exceed  the  sum  of  One 
Hundred  Thousand  Dollars,  in  the  aggregate,  such 
excess  shall  be  considered  to  be  a substantial  or 
essential  part  of  the  fixed  assets  of  the  corporation 
selling  the  same. 

Section  21.  The  Company  and  each  of  its  subsidiary 
companies  will  at  all  times  maintain,  preserve  and  keep 
all  its  and  their  property,  buildings,  machinery,  ap- 
paratus, equipment  and  fixtures  in  thorough  repair  and 
condition,  and  will,  from  time  to  time,  make,  all  needful 
and  proper  repairs  thereto  and  replacements  thereof,  and 
will  promptly  pay  and  discharge,  or  cause  to  be  paid 
and  discharged,  any  and  all  lawful  taxes,  rates,  levies, 
assessments,  liens,  claims  or  other  charges  whatever  upon 
its  and  their  respective  properties,  and  every  part  thereof, 
< and  upon  the  income  derived  from  its  and  their  opera- 

tions. 

Section  22.  The  Company  and  each  of  its  subsidiary 
companies  will  keep  their  respective  buildings,  apparatus, 
equipment,  fixtures  and  stock  of  materials  insured 
in  good  and  responsible  insurance  companies  against  loss 
or  damage,  in  such  manner  and  to  the  same  extent  as  has 
been  usual  in  its  business,  and  will  furnish,  or  cause  to 
be  furnished,  to  the  Trustee  evidence  to  its  satisfaction 
of  all  insurance,  whenever  so  requested  by  it,  and  at 
least  once  in  each  year. 

In  case  of  loss  or  damage  of  any  of  the  said  properties, 
whereby  the  sum  of  $50,000  or  more  shall  be  collected 
or  received  under  any  policy  or  policies  of  insurance, 
all  such  insurance  moneys,  or  an  amount  equiva- 
lent thereto,  unless  otherwise  applied  pursuant  to  the 


18 


terms  of  any  mortgage  securing  any  bonds  of  the  com- 
pany suffering  such  loss  or  damage,  shall  be  applied  either 
(o  ) in  or  toward  the  restoration  of  the  property  so  lost  or 
damaged,  or  ( b ) in  or  toward  the  acquisition  of  other 
property  for  the  use  of  the  business  of  the  company  suf- 
fering such  loss  or  damage,  the  title  to  which  shall  be 
vested  in  it,  or  (c)  in  or  toward  the  construction  of  new 
buildings  for  such  company,  or  (d)  in  or  toward  the 
purchase  of  new  machinery,  equipment,  apparatus  or 
fixtures  which  shall  be  in  addition  to  the  plant  of  such 
company  and  not  in  substitution  of  old  or  worn  out 
machinery,  equipment,  apparatus  or  fixtures,  or  (e),  if 
not  so  applied  within  six  months  after  the  collection  or 
receipt  thereof,  the  said  moneys  or  the  unexpended  bal- 
ance thereof,  or  an  amount  equivalent  thereto,  unless 
otherwise  applied,  as  aforesaid,  pursuant  to  the  terms 
of  any  mortgage,  shall  be  paid  over  to  the  Trustee  to  be 
applied,  by  it  in  the  manner  provided  in  Section  31 
hereof. 

Section  23.  Within  ninety  days  after  the  close  of 
each  fiscal  year  the  Company  will  render  to  the  Trustee 
an  officially  certified  consolidated  statement  of  its  income 
account  for  the  year  and  a consolidated  balance  sheet 
taken  at  the  close  thereof,  setting  forth  the  financial 
condition  of  the  Company  and  its  subsidiary  companies 
for  such  year.  Such  statement,  if  required  by  the  Trus- 
tee, shall  be  audited  by  certified  public  accountants 
appointed  or  approved  by  the  Trustee. 

ARTICLE  THIRD. 

Redemption  of  Bonds. 

Section  24.  The  Company,  at  its  option,  may  redeem 
all  the  outstanding  Bonds,  but  not  part  only  thereof,  on 
any  semi-annual  interest  date,  prior  to  maturity,  at  107  y* 
per  cent,  of  the  principal  amount  thereof. 


19 


In  case  the  Company  shall  desire  so  to  redeem  the  out- 
standing Bonds,  it  shall  publish  in  two  daily  newspapers 
of  general  circulation,  published  in  the  Borough  of  Man- 
hattan, City  and  State  of  New  York,  once  a week  for  four 
successive  weeks,  the  first  publication  to  be  not  less  than 
thirty  nor  more  than  thirty-five  days  before  such  redemp- 
tion date,  notice  of  such  intended  redemption,  specifying 
the  date  designated  for  redemption  and  requiring  that  the 
Bonds  be  then  presented  for  payment  at  the  principal  office 
of  the  Trustee  in  the  said  Borough  of  Manhattan,  City 
and  State  of  New  York.  If  the  ownership  of  any  of  the 
Bonds  is  registered,  notice  of  redemption  shall  also  be 
mailed  by  the  Company  to  the  respective  registered 
holders  thereof,  at  least  thirty  days  prior  to  the  redemp- 
tion date,  at  their  addresses  appearing  upon  the  books 
of  the  Company. 

Section  25.  Notice  of  redemption  having  been  given 
as  in  this  Article  Third  prescribed  and  an  amount  suffi- 
cient to  redeem  all  the  outstanding  Bonds  having  been 
deposited  with  the  Trustee  on  or  before  the  redemption 
date,  such  Bonds  shall,  on  the  date  designated  in  such 
notice,  become  due  and  payable  at  the  said  principal  office 
of  the  Trustee  at  the  said  redemption  price ; and  upon  the 
presentation  thereof,  with  all  interest  coupons  maturing 
subsequently  to  the  said  redemption  date,  such  Bonds 
shall  be  paid  and  shall  thereupon  be  cancelled  and  de- 
livered to  the  Company.  After  the  date  so  fixed  for 
redemption,  the  Bonds  shall  cease  to  bear  further  interest. 

ARTICLE  FOURTH. 

Control  of  Pledged  Securities. 

Section  26.  The  Trustee  may,  but  it  shall  not  be 
obliged  to,  cause  all  bonds  at  any  time  pledged  with  it 
hereunder  to  be  transferred  into  its  name  as  Trustee,  or 


20 


into  the  name  of  its  nominee  or  nominees,  and  shall  hold 
the  same  subject  to  the  terms  and  conditions  of  this 
Agreement. 

Section  27.  So  long  as  the  Company  shall  not  be  in 
default  hereunder,  to  the  knowledge  of  the  Trustee,  the 
Company  shall  be  entitled,  from  time  to  time,  to  collect 
for  its  own  nse  all  sums  which  may  become  due 
and  payable  for  interest  upon  any  bonds  which  shall  be 
at  the  time  pledged  hereunder,  or  which  may  accrue  upon 
any  moneys  deposited  with  the  Trustee  hereunder;  and 
the  Trustee,  upon  the  written  request  of  the  Company, 
signed  by  its  President  or  a Vice-President  and  its  Secre- 
tary or  an  Assistant  Secretary,  shall,  from  time  to  time, 
deliver  to  the  Company,  or  to  its  Treasurer  or  other  officer 
or  agent  designated  in  such  request,  the  interest  coupons 
pertaining  to  any  coupon  bonds  pledged  hereunder,  as 
the  same  become  due  and  payable,  and  suitable  assign- 
ments and  orders  for  the  payment  of  interest  upon  other 
pledged  bonds,  and  shall  pay  over  to  it,  or  to  its  Treas- 
urer or  other  officer  or  agent  designated  in  such  request, 
any  and  all  sums  which  may  be  received  or  collected  by 
the  Trustee  as  interest  upon  any  pledged  bonds  and  any 
and  all  sums  which  may  accrue  as  interest  on  any  moneys 
deposited  with  the  Trustee  hereunder. 

Section  28.  If  default  be  made  by  any  corporation 
whose  bonds  shall  at  the  time  be  pledged  hereunder  in 
respect  to  any  of  the  covenants  or  conditions  contained 
in  the  mortgage  securing  the  same  and  such  default  shall 
continue  for  the  period,  if  any,  specified  in  such  mort- 
gage, the  Trustee  may  and,  upon  the  written  request  of 
the  holders  or  owners  of  twenty-five  per  cent,  in  aggre- 
gate principal  amount  of  the  Bonds  then  outstanding  here- 
under, shall,  request  the  trustee  under  the  mortgage  in 


21 


respect  of  which  such  default  shall  have  been  made  to  take 
such  action  thereunder  as  the  Trustee  hereunder,  in  its 
discretion,  may  deem  advisable  in  the  interest  of  the 
holders  or  owners  of  the  Bonds  of  this  issue.  No  such 
request,  however,  need  be  made  by  the  Trustee  hereunder, 
unless  the  holders  or  owners  of  Bonds  of  this  issue  shall 
furnish  to  the  trustee  under  the  mortgage  in  respect  to 
which  such  default  shall  have  been  made  the  security  (if 
any)  required  to  be  furnished  by  the  terms  of  such  mort- 
gage. The  Company  and  the  holders  of  the  Bonds  issued 
hereunder  hereby  constitute  and  appoint  the  Trustee  its 
and  their  true  and  lawful  attorney,  irrevocable,  upon 
any  such  default,  to  make  any  such  request,  to  give 
any  notice,  consent,  assent,  waiver  or  direction  pursuant 
to  any  of  the  terms  of  the  mortgage  in  respect  to  which 
such  default  shall  have  been  made,  and  to  receive  any  and 
all  moneys  applicable  to  the  payment  of  principal  or  in- 
terest, or  both,  of  any  of  the  bonds  secured  thereby; 
provided,  that  no  such  notice,  consent,  assent,  waiver 
or  direction  need  be  given  by  the  Trustee,  except  upon 
the  written  request  of  the  holders  or  owners  of  twenty- 
five  per  cent,  in  aggregate  principal  amount  of  the  Bonds 
then  outstanding  hereunder,  nor  unless,  also,  such  holders 
or  owners  shall  have  furnished  to  the  Trustee  security 
and  indemnity  satisfactory  to  it.  Any  moneys  so  received 
by  the  Trustee  shall  be  applied  by  it  in  the  manner  here- 
inafter provided  in  Section  31  hereof. 

Section  29.  So  long  as  the  Company  shall  not  be  in 
default,  to  the  knowledge  of  the  Trustee,  in  the  payment 
of  the  principal  or  the  interest  of  any  of  the  Bonds 
secured  hereby,  the  date  of  maturity  of  any  first  mort- 
gage bonds,  due  prior  to  March  15,  1931,  at  any  time 
pledged  under  this  Agreement,  may  at  any  time  be  ex- 
tended, but  not  beyond  March  15,  1931 ; and,  in  case 
of  any  such  extension,  the  Trustee  shall,  upon  the 


22 


written  request  of  the  Company,  signed  by  its  Presi- 
dent or  a Vice-President  and  its  Treasurer  or  an  Assist- 
ant Treasurer,  deliver  such  bonds  to  the  trustee  then 
acting  under  the  mortgage  securing  the  same  for  the  pur- 
pose of  having  such  extension  of  the  maturity  thereof  noted 
thereon  and  additional  interest  coupon  sheets  attached 
thereto,  or,  at  the  option  of  the  Company,  the  Trustee 
shall  surrender  the  said  bonds  to  the  trustee  of  the 
mortgage  securing  the  same  and  accept  in  exchange 
therefor  other  bonds  of  the  extended  maturity,  of  the 
same  issue  and  of  a like  aggregate  principal  amount, 
which  bonds  may  be  either  in  fully  registered  form  or  in 
coupon  form  with  interest  coupons  attached. 

Section  30.  So  long  as  the  Company  shall  not  be  in 
default,  to  the  knowledge  of  the  Trustee,  in  the  payment 
of  the  principal  or  the  interest  of  any  of  the  Bonds 
secured  hereby,  all,  but  not  part  only,  of  the  first  mort- 
gage bonds  of  any  one  or  more  issues  at.  any  time  pledged 
hereunder  may  be  withdrawn  by  the  Company,  from 
time  to  time,  upon  the  following  terms  and  conditions: 

A.  The  Company  shall,  in  each  case,  deliver  to  the 
Trustee  a copy  of  a Resolution  or  Resolutions  of  the 
Board  of  Directors  of  the  Company,  certified  by  its  Sec- 
retary or  an  Assistant  Secretary  under  its  corporate 
seal,  requesting  the  Trustee  to  release  from  the  lien 
hereof  and  to  deliver  to  or  upon  the  written  order  of  the 
Company,  signed  by  its  President  or  a Vice-President, 
all,  hut  not  part  only,  of  the  bonds  of  any  one  or  more 
issues  at  the  time  pledged  hereunder,  specified  in  such 
Resolutions. 

B.  The  Company  shall  either  (a)  pay  to  the  Trustee 
an  amount  in  cash  equal  to  ninety  per  cent,  of  the  aggre- 
gate principal  amount  of  the  bonds  specified  in  the  said 
Resolutions  to  he  released,  together  with  accrued  interest 
thereon  to  the  date  of  such  release,  or  (b)  deliver  to  and 
pledge  with  the  Trustee  hereunder,  in  negotiable  form  or 


23 


accompanied  by  duly  executed  transfer  powers,  in  substi- 
tution for  such  bonds,  all,  but  not  part  only,  of  the  out- 
standing bonds  of  one  or  more  issues,  bearing  interest  at  a 
rate  not  less  than  six  per  cent,  per  annum,  maturing  not 
later  than  ten  years  from  the  date  of  the  pledge  thereof, 
and  respectively  secured  by  a mortgage  constituting  a lirst 
lien  upon  the  entire  mortgageable  assets  of  another  or 
other  subsidiary  company  or  companies  owning  and  oper- 
ating sugar  producing  or  refining  properties  situated  in 
the  West  Indies  or  the  United  States  of  America,  of  a fair 
physical  value  equal  to  at  least  166%%  per  cent,  of  the 
aggregate  principal  amount  of  all  the  bonds  issued  under 
the  mortgages  respectively  securing  the  same;  provided, 
that  if  the  aggregate  principal  amount  of  the  bonds  so 
pledged  in  substitution  shall  be  less  than  the  aggregate 
principal  amount  of  the  bonds  specified  in  the  said  Resolu- 
tions so  to  be  released,  the  Company  also  shall  pay  to  the 
Trustee  an  amount  in  cash  equal  to  at  least  ninety  per 
cent,  of  the  amount  of  such  deficiency. 

C.  In  case  bonds  are  pledged  in  substitution,  as  above 
provided,  the  Company  shall  also  deliver  to  the  Trustee 
the  following  instruments : 

( 1 ) A copy  of  a Resolution  or  Resolutions  of  the 
Board  of  Directors  of  the  Company,  certified  by  its 
Secretary  or  an  Assistant  Secretary  under  its  cor- 
porate seal,  authorizing  the  pledge  of  such  bonds 
hereunder. 

( 2 ) A copy  of  the  mortgage  securing  the  bonds 
so  authorized  to  be  pledged,  certified  by  the  trustee 
named  in  such  mortgage  as  the  trustee  thereunder. 

( 3 ) A certificate  signed  by  the  President  or  a 
Vice-President  and  the  Treasurer  or  an  Assistant 
Treasurer  of  the  Company,  verified  by  one  of  such 
officers,  certifying  (a)  that  the  corporation  issuing 
the  said  bonds  and  owning  the  properties  subject 
to  the  lien  of  the  mortgage  securing  the  same,  is, 
at  the  time,  a subsidiary  company  within  the  mean- 


24 


ing  of  this  Agreement,  actually  engaged  in  opera- 
ting such  properties  or  the  greater  part  thereof; 
( b ) that  the  properties  subject  to  the  lien  of  the 
said  mortgage  constitute  the  entire  mortgageable 
assets  of  such  subsidiary  company  and  that  all, 
or  substantially  all,  of  the  properties  then  sub- 
ject to  the  said  lien  are  sugar  producing  or  refining 
properties  situated  in  the  West  Indies  or  in 
the  United  States  of  America;  (c)  that  the  fair 
physical  value  of  the  properties  subject  to  the  lien  of 
the  said  mortgage  is  equal  to  at  least  I66-/3  per  cent, 
of  the  aggregate  principal  amount  of  all  bonds  is- 
sued under  the  said  mortgage,  and  (cl)  that  the  said 
bonds  so  authorized  to  be  pledged  are  all  the  bonds 
at  the  time  authorized  and  outstanding  under  and 
secured  by  the  said  mortgage. 

(4)  A certificate  by  a competent  engineer  (who 
may  be  employed  by  the  Company),  approved  by  the 
Trustee,  setting  forth  in  reasonable  detail  the  fair 
physical  value,  at  the  time  of  the  pledge  of  such 
bonds,  of  the  properties  then  subject  to  the  lien  of 
the  mortgage  securing  the  same. 

(o)  An  opinion  of  counsel  (who  may  be  counsel 
for  the  Company),  that  the  bonds  so  authorized  to 
be  pledged  are  legally  issued  and  are  the  valid,  bind- 
ing obligations  of  the  corporation  issuing  the  same, 
and  are  all  equally  secured  by  the  mortgage  under 
which  they  are  issued ; that  such  mortgage  consti- 
tutes a valid  instrument  for  the  security  thereof;  and 
that,  except  only  as  to  any  censos  or  charges  for 
religious  purposes,  such  mortgage  is  a first  lien  on 
substantially  all  the  properties  described  therein  or 
in  respect  of  the  acquisition  of  which  any  additional 
bonds  may  be  issued  thereunder. 

Whenever  the  requirements  hereinbefore  in  this  Sec- 
tion set  forth  shall  have  been  fully  complied  with  by  the 


25 


Company,  the  Trustee  shall  release  from  the  lien  of  this 
Agreement  and  deliver  to  or  upon  the  written  order  of 
the  Company,  signed  by  its  President  or  a Vice-President, 
the  bonds  specified  in  the  Resolutions  referred  to  in  sub- 
division A of  this  Section. 

Section  31.  Any  cash  received  by  the  Trustee  at  any 
time  pursuant  to  any  of  the  provisions  of  the  foregoing 
Sections  20,  22,  28  or  30  hereof,  and  any  cash  at  any  time 
resulting  from  the  sale  of  bonds,  or  obligations  of  the 
United  States  of  America,  as  hereinafter  provided  in 
sub-division  A of  this  Section  31,  shall  be  held  by  the 
Trustee,  subject  to  the  terms  of  this  Agreement,  as 
security  for  the  Bonds  issued  hereunder;  provided,  that, 
so  long  as  the  Company  shall  not  be  in  default,  to  the 
knowledge  of  the  Trustee,  in  the  payment  of  the  principal 
or  the  interest  of  any  of  the  Bonds  secured  hereby,  all  or 
any  of  the  said  cash  may  be  applied,  from  time  to  time, 
at  the  option  of  the  Company,  in  one  or  more  of  the 
following  ways : 

A.  All  or  any  of  the  said  cash  shall  be  applied  by  the 
Trustee,  from  time  to  time,  upon  the  written  request  of 
the  Company,  signed  by  its  President  or  a Vice-President 
and  its  Treasurer  or  an  Assistant  Treasurer,  to  the  pur- 
chase of  such  bonds  or  obligations  of  the  United  States 
of  America,  and  in  such  amounts,  as  may  be  designated  in 
such  request,  which  bonds  or  obligations  so  purchased 
shall  be  held  by  the  Trustee  in  lieu  of  the  said  cash  and 
shall  in  turn  be  sold  by  the  Trustee,  from  time  to  time, 
upon  written  request  of  the  Company,  similarly  signed. 
Any  loss  resulting  from  any  such  sale  shall  promptly 
be  made  good  by  the  Company,  upon  the  written  demand 
of  the  Trustee,  by  the  deposit  with  the  Trustee,  subject 
to  the  terms  and  provisions  of  this  Section  31,  of  an 
amount  in  cash  equal  to  the  amount  of  such  loss.  The 
Trustee  shall  not  be  responsible  to  the  Company  nor  to 


26 


any  holder  of  any  Bond  issued  hereunder  for  any  decline 
in  market  value  or  other  loss  resulting  from  any  such 
purchases  or  sales  of  bonds  or  obligations  of  the  United 
States  of  America. 

B.  Whenever  the  Company  shall  deliver  to  and  pledge 
with  the  Trustee,  in  negotiable  form  or  accompanied  by 
duly  executed  transfer  powers,  all,  but  not  part  only,  of 
the  first  mortgage  bonds  of  a subsidiary  company,  of  the 
character  described  in  clause  ( b ) of  sub-division  B of 
Section  30  hereof,  and  shall  also  deliver  to  the  Trustee, 
with  respect  to  such  bonds,  instruments  of  the  character 
described  in  paragraphs  (1),  (2),  (3),  (Jf)  and  (5)  of 
sub-division  C of  the  said  Section  30,  the  Trustee  shall 
pay  out  to  or  upon  the  written  order  of  the  Company, 
signed  by  its  President  or  a Vice-President  and  its  Treas- 
urer or  an  Assistant  Treasurer,  from  the  cash  then  on 
deposit  with  it  under  this  Section  31,  a sum  equal  to 
ninety  per  cent,  of  the  aggregate  principal  amount  of 
the  bonds  so  pledged. 

C.  Unless  otherwise  applied  as  in  this  Section  31  pro- 
vided, the  said  cash  shall  be  applied  by  the  Trustee,  from 
time  to  time,  so  far  as  in  its  judgment  shall  be  practicable, 
to  the  purchase,  in  the  open  market,  of  Bonds  issued 
hereunder,  at  purchase  prices  not  exceeding  105  per  cent, 
of  the  principal  amount  thereof  and  accrued  interest,  all 
of  which  Bonds  so  purchased  shall  forthwith  be  cancelled 
by  the  Trustee  and  delivered  to  the  Company,  upon  its 
written  request  therefor;  and  no  Bonds  shall  thereafter 
be  issued  in  lieu  thereof. 

1).  Anything  herein  contained  to  the  contrary  not- 
withstanding, if  at  any  time  the  Company  shall  call  for 
redemption,  pursuant  to  the  provisions  of  Article  Third 
hereof,  all  the  Bonds  then  outstanding  hereunder,  any 
cash  then  held  by  the  Trustee  under  the  provisions  of  this 
Section  31  shall,  upon  the  written  request  of  the  Com- 


27 


pany,  signed  by  its  President  or  a Vice-President  and  its 
Treasurer  or  an  Assistant  Treasurer,  be  applied  by  the 
Trustee  to  the  redemption  of  the  said  Bonds;  provided, 
that,  on  or  before  the  date  fixed  for  sucli  redemption,  the 
Company  shall  deposit  with  the  Trustee  such  additional 
cash,  if  any,  as  may  be  required  to  redeem  the  Bonds  in 
full,  at  the  redemption  price  thereof. 

Section  32.  The  Trustee  may  accept  any  certificate, 
written  request,  order  or  other  instrument  delivered  to  it 
pursuant  to  any  of  the  provisions  of  this  Article  Fourth 
as  conclusive  proof  of  the  facts  therein  set  forth,  and  the 
Trustee  shall  be  fully  protected  for  or  in  respect  of  any 
action  taken  or  suffered  by  it  under  any  of  the  provisions 
hereof  in  reliance  thereon;  but  the  Trustee  may,  in  its 
discretion,  require  such  other  and  further  proof  of  any 
such  fact  or  facts  as,  under  the  circumstances,  it  may 
deem  proper. 

ARTICLE  FIFTH. 

Sinking  Fund. 

Section  33.  In  each  quarterly  period,  commencing 
with  the  quarterly  period  ending  June  15,  1921,  the  Com- 
pany will  set  aside  the  sum  of  $250,000,  in  cash,  as  and 
for  a Sinking  Fund  for  the  retirement  of  the  Bonds  issued 
hereunder,  which  sum,  so  set  aside,  the  Company  will  ap- 
ply, or  cause  to  be  applied  by  its  agent  appointed  for  that 
purpose,  to  the  purchase  of  Bonds  in  the  open  market,  if 
obtainable,  at  prices  not  exceeding  105  per  cent,  of  the 
principal  amount  thereof  and  accrued  interest,  which 
Bonds,  so  purchased,  the  Company  shall  forthwith  deliver 
or  cause  to  be  delivered  to  the  Trustee.  In  the  event, 
however,  that  the  Company,  or  its  agent,  shall  not  have 
been  able,  in  any  quarterly  period,  to  purchase  sufficient 
Bonds,  at  or  below  105  per  cent,  of  the  principal  amount 
thereof  and  accrued  interest,  to  exhaust  the  entire  amount 


28 


in  the  Sinking  Fund,  any  unexpended  balance  thereof 
shall  be  credited  upon  the  next  quarterly  payment,  in 
discharge,  pro  tan  to , of  the  Company’s  obligation  with 
respect  thereto.  All  1 lends  so  purchased  for  the  Sinking 
Fund  and  delivered  to  the  Trustee,  shall  be  cancelled  by 
the  Trustee  and  redelivered  to  the  Company,  upon  its 
written  request  therefor;  and  no  Bonds  shall  thereafter 
be  issued  in  lieu  thereof. 

ARTICLE  SIXTH. 

Remedies  in  Case  of  Default. 

Section  34.  In  case  any  one  or  more  of  the  following 
events  (hereinafter  called  “defaults’’)  shall  happen: 

(a)  Default  in  the  payment  of  the  principal  of 
any  of  the  Bonds  when  due,  whether  at  maturity  or 
pursuant  to  notice  of  redemption,  or  otherwise ; 

(b)  Default  in  the  payment  of  any  instalment  of 
interest  on  any  of  the  Bonds,  which  default  shall 
have  continued  for  the  period  of  thirty  days; 

(c)  Default  in  the  performance  of,  or  a violation 
of,  any  other  covenant,  condition  or  agreement  on 
the  part  of  the  Company  in  the  Bonds  or  in  this 
Agreement  contained,  and  such  default  or  violation 
shall  continue  unremedied  for  a period  of  sixty  days 
after  written  notice  thereof  shall  have  been  given  to 
the  Company  by  the  Trustee,  which  may  give  such 
notice  in  its  discretion,  and  shall  do  so  upon  the 
written  request  of  the  holders  of  twenty-five  per  cent, 
in  aggregate  principal  amount  of  the  Bonds  then  out- 
standing; or 

(d)  The  Company  shall  be  adjudicated  a bank- 
rupt by  decree  of  a court  of  competent  jurisdiction, 
or,  by  order  of  any  such  court,  a receiver  of  the  prop- 


29 


erty  of  the  Company  shall  he  appointed,  and  such 
order  shall  have  been  continued  in  effect  for  a period 
of  sixty  days,  or  the  Company  shall  file  a voluntary 
petition  in  bankruptcy  or  shall  make  an  assignment 
for  the  benefit  of  the  creditors; 

then,  in  each  and  every  such  case,  the  Trustee,  by  written 
notice  to  the  Company,  may,  and  shall,  upon  the  written 
request  of  the  holders  of  twenty-five  per  cent,  in  aggre- 
gate principal  amount  of  the  Bonds  then  outstanding, 
declare  the  principal  of  all  the  Bonds  then  outstanding 
to  be  due  and  payable  immediately;  and,  upon  such 
declaration,  the  same  shall  become  immediately  due  and 
payable,  anything  in  this  Agreement  or  in  the  Bonds 
contained  to  the  contrary  notwithstanding;  provided, 
that  if,  at  any  time,  either  before  or  after  the  prin- 
cipal of  the  Bonds  shall  have  been  so  declared  due 
and  payable,  but  before  any  sale  of  the  pledged 
property  shall  have  been  made,  all  arrears  of  interest 
upon  all  the  Bonds,  with  interest  on  overdue  instal- 
ments of  interest  at  the  rate  of  eight  per  cent,  per 
annum,  together  with  the  reasonable  charges  and  expenses 
of  the  Trustee,  its  agents  and  attorneys,  shall  have  been 
paid  by  the  Company,  and  any  and  every  other  default 
by  reason  of  which  the  principal  of  the  Bonds  may  or 
might  have  been  declared  due  hereunder  shall  have  been 
remedied  and  made  good,  then,  in  each  such  case,  the 
holders  of  a majority  in  aggregate  principal  amount  of 
the  Bonds  then  outstanding,  by  written  notice  to  the 
Company  and  to  the  Trustee,  may  waive  such  default 
and  its  consequences  and  rescind  any  such  declaration ; 
but  no  such  waiver  shall  extend  to  or  affect  any  subse- 
quent default  or  impair  any  right  consequent  thereon. 

Section  35.  If  default  be  made  hereunder  in  any  of 
the  respects  specified  in  Section  34  hereof,  and  such 
default  shall  continue  for  the  period,  if  any,  therein  speci- 


30 


fled,  then,  in  each  and  every  such  case,  the  Trustee  may 
and,  upon  the  written  request  of  the  holders  of  twenty- 
five  per  cent,  in  aggregate  principal  amount  of  the  Bonds 
then  outstanding,  shall,  either  {a)  offer  for  sale  and 
sell  the  pledged  property  then  in  its  possession,  or 
(b)  proceed  by  a suit  or  suits  at  law  or  in  equity,  as 
the  Trustee  may  be  advised  by  counsel,  to  enforce  the 
payment  of  the  Bonds  or  the  performance  of  any  of  the 
covenants  or  conditions  in  respect  of  which  the  Company 
may  be  in  default  hereunder,  or  to  foreclose  this  Agree- 
ment and  sell  the  pledged  property  under  the  judgment 
or  decree  of  a court  of  competent  jurisdiction. 

Section  36.  Any  sale  or  sales  hereunder,  unless  a 
court  of  competent  jurisdiction  shall  otherwise  direct, 
shall  be  made  at  public  auction  at  such  place  in  the 
Borough  of  Manhattan,  City  of  New  York,  and  at  such 
times  and  on  such  terms  as  the  Trustee  may  determine, 
and  the  pledged  property  may  be  sold  in  such  lots  and 
such  sales  may  be  conducted  in  such  manner  as  the  Trus- 
tee may  from  time  to  time  determine,  or  as  may  from 
time  to  time  be  directed  by  the  holders  of  a majority 
in  aggregate  principal  amount  of  the  Bonds  then  out- 
standing. Notice  of  any  such  sale,  whether  under  power 
of  sale  herein  granted  or  under  judicial  proceedings,  shall 
state  the  time  when  and  the  place  where  the  same  is  to 
be  made,  shall  contain  a brief  description  of  the  pledged 
property  to  be  sold  and  shall  be  published  twice  a week 
for  two  successive  weeks  prior  to  the  date  fixed  for  such 
sale  in  two  daily  newspapers  of  general  circulation  pub- 
lished in  the  Borough  of  Manhattan,  City  of  New  York; 
and  such  other  notice  shall  also  be  given  as  may  be 
required  by  any  statute  or  rule  or  order  of  court. 

The  Trustee  shall  have  power,  in  its  discretion,  to 
adjourn  any  sale,  from  time  to  time,  as  to  the  whole  or 


31 


any  part  of  the  pledged  property  and,  if  so  adjourned, 
to  make  such  sale  upon  the  day  to  which  the  adjournment 
is  had,  without  further  notice.  Any  sale  made  as  herein 
provided  shall  be  a perpetual  bar,  both  at  law  and  in 
equity,  against  the  Company  and  its  successors,  and 
against  all  persons  claiming  or  to  claim  the  pledged  prop- 
erty, or  any  part  thereof,  by,  through  or  under  it  or  them. 


Section  37.  Upon  the  sale  of  the  pledged  property, 
whether  under  the  power  of  sale  herein  granted  or  under 
judicial  proceedings,  every  purchaser  shall  be  entitled, 
in  making  payment  therefor,  after  paying  in  cash  so  much 
as  may  be  necessary  to  cover  the  costs  and  expenses  of 
the  sale  and  of  the  proceedings  incident  thereto,  and  all 
other  charges  that  may  be  required  by  decree  or  otherwise 
to  be  paid  in  cash,  including  the  compensation  of  the 
Trustee  and  its  expenses,  to  appropriate  and  use  toward 
the  payment  of  the  remainder  of  the  purchase  price  any  of 
the  Bonds  and  interest  coupons  outstanding  hereunder, 
reckoning  each  Bond  and  interest  coupon  so  appropriated 
and  used  at  such  sum  as  shall  be  payable  thereon  out  of 
the  net  proceeds  of  the  sale.  If  the  net  proceeds  of  such 
sale  shall  be  sufficient  to  pay  such  Bonds  and  interest 
coupons  in  full,  they  shall  be  cancelled  and,  upon  written 
demand,  surrendered  by  the  Trustee  to  or  upon  the  order 
of  the  Company;  but  if  the  sum  applicable  in  respect 
thereto  is  not  sufficient  to  pay  such  Bonds  in  full,  the 
sum  so  allowed  on  account  thereof  shall  be  noted  thereon 
as  paid. 

At  any  sale,  the  Trustee,  either  in  behalf  of  the  holders 
of  the  Bonds  or  in  its  own  behalf,  or  any  holder  of  any 
Bond,  may  bid  for  and  may  purchase  such  property,  and 
may  make  payment  therefor  as  aforesaid,  and,  upon  com- 
pliance with  the  terms  of  sale,  may  hold,  retain  and  dis- 
pose of  such  property  without  further  accountability. 


32 


In  case  of  any  sale  of  any  part  of  the  pledged  prop- 
erty, the  whole  of  the  principal  of  the  Bonds  then  out- 
standing, if  not  previously  due,  shall  become  immediately 
due  and  payable,  anything  in  the  Bonds  or  in  this  Agree- 
ment contained  to  the  contrary  notwithstanding. 

Section  38.  The  proceeds  of  any  sale  of  the  pledged 
property,  whether  under  the  power  of  sale  hereby  granted 
or  pursuant  to  judicial  proceedings,  together  with  any 
other  sums  which  may  then  be  held  by  the  Trustee  under 
any  of  the  provisions  of  this  Agreement  as  part  of  the 
security  hereunder,  shall  be  applied,  subject  to  the  pro- 
visions of  Section  8 hereof,  as  follows: 

First.  To  the  payment  of  the  costs,  expenses, 
fees,  and  other  charges  of  such  sale,  and  a reasonable 
compensation  to  the  Trustee,  its  agents  and  attor- 
neys, and  to  the  payment  of  all  expenses  and  liabil- 
ities incurred  and  advanced,  or  disbursements  made, 
by  the  Trustee; 

Second.  To  the  payment  of  the  whole  amount 
then  due  and  unpaid  for  either  principal  or  interest, 
or  for  both  principal  and  interest,  upon  the  Bonds, 
with  interest  on  the  overdue  instalments  of  interest 
at  the  rate  of  eight  per  cent,  per  annum ; and,  in  case 
such  proceeds  shall  be  insufficient  to  pay  in  full  the 
whole  amount  so  due  and  unpaid,  then  to  the  payment 
of  such  principal  and  interest  ratably,  according  to 
the  aggregate  of  such  principal  and  the  accrued  and 
unpaid  interest,  without  preference  or  priority  of 
principal  over  interest,  or  of  interest  over  principal, 
or  of  any  instalment  of  interest  over  any  other  instal- 
ment of  interest; 

Third.  To  the  payment  of  the  remainder,  if  any, 
to  (he  Company,  its  successors  or  assigns,  or  to 


33 


whomsoever  may  be  lawfully  entitled  to  receive  the 
same,  or  as  a court  of  competent  jurisdiction  may 
direct. 

Section  39.  If  default  be  made  hereunder  in  any  of 
the  respects  specified  in  Section  34  hereof,  and  such 
default  shall  continue  for  the  period,  if  any,  therein 
specified,  the  Trustee  shall  be  entitled  to  receive  and  col- 
lect, for  the  benefit  of  the  holders  of  the  Bonds,  any  and 
all  sums  which  may  thereafter  become  due  and  payable 
for  interest  upon  any  bonds  or  other  securities  then 
pledged  hereunder,  or  which  may  thereafter  accrue  as 
interest  upon  any  moneys  deposited  with  the  Trustee 
hereunder.  The  Trustee  shall  apply  any  and  all  moneys 
so  received  and  collected  by  it,  subject  to  the  provisions  of 
Section  S hereof,  as  follows : 

First.  In  case  the  principal  of  the  Bonds  shall 
not  have  become  due,  to  the  payment  of  the  interest 
in  default  thereon  in  the  order  of  the  maturity  of  the 
instalments  of  such  interest,  with  interest  thereon  at 
the  rate  of  eight  per  cent,  per  annum,  such  payments 
to  be  made  ratably  to  the  persons  entitled  thereto, 
without  any  discrimination  or  preference;  or 

Second.  In  case  the  principal  of  the  Bonds  shall 
have  become  due,  by  declaration  or  otherwise,  to  the 
payment  of  the  accrued  interest  thereon  (with  inter- 
est on  overdue  instalments  thereof  at  the  rate  of 
eight  per  cent,  per  annum ) in  the  order  of  the  matu- 
rity of  such  instalments,  and,  if  any  surplus  remains, 
toward  the  payment  of  the  principal  of  the  Bonds, 
then  due;  such  payments  in  every  instance  to  be 
made  ratably  to  the  persons  entitled  thereto,  without 
any  discrimination  or  preference. 

Upon  the  payment  in  full,  as  above  provided,  of  what- 
ever sum  or  sums  may  have  been  due  for  principal  or  for 


34 


interest,  or  both,  or  payable  for  other  purposes,  and  upon 
the  fulfillment  and  performance  of  all  other  obligations  of 
the  Company  in  respect  of  which  it  was  in  default  under 
this  Agreement,  the  Company  shall  thereafter  be  entitled 
to  receive  the  income  from  the  pledged  property,  unless 
the  same  shall  have  been  sold  as  in  this  Article  Sixth 
provided,  in  the  same  manner  and  to  the  same  extent  as 
though  no  default  had  occurred. 

Section  40.  If  default  be  made  by  the  Company 
in  the  payment  of  either  the  principal  or  the  interest  of 
any  of  the  Bonds,  whether  the  same  shall  become  due 
by  maturity,  declaration,  notice  of  redemption  or 
otherwise,  then,  in  each  such  case,  upon  demand 
of  the  Trustee,  the  Company  agrees  to  pay  to  the 
Trustee  for  the  benefit  of  the  holders  of  the  Bonds  and 
interest  coupons  then  outstanding,  the  whole  amount 
then  due  and  payable  on  all  such  outstanding  Bonds  and 
interest  coupons,  with  interest  upon  overdue  instalments 
of  interest  at  the  rate  of  eight  per  cent,  per  annum,  and, 
in  addition  thereto,  such  further  amount  as  shall  be  suffi- 
cient to  cover  the  cost  and  expenses  of  collection,  includ- 
ing a reasonable  compensation  to  the  Trustee,  its  agents, 
attorneys  and  counsel,  and  any  expenses  or  liabilities 
incurred  by  the  Trustee  hereunder;  and  in  case  the  Com- 
pany shall  fail  to  pay  the  same  forthwith  upon  demand, 
the  Trustee,  in  its  own  name  and  as  trustee  of  an  express 
trust,  shall  be  entitled  to  recover  judgment  against  the 
Company  for  the  whole  amount  thereof  and  to  issue  execu- 
tion thereon  against  the  whole  or  any  part  of  the  property 
of  the  Company,  real  or  personal. 

Any  moneys  collected  by  the  Trustee  under  this  Sec- 
tion 40  shall  be  applied  by  the  Trustee  in  the  same  order 
and  in  the  same  manner  as  provided  in  Section  38  hereof 
for  the  application  of  the  proceeds  of  the  sale  of  the 
pledged  property. 


35 


Section  41.  All  remedies  conferred  by  Ibis  Agreement 
shall  be  deemed  cumulative  and  not  exclusive,  and  shall 
not.  be  so  construed  as  to  deprive  the  Trustee  of  any 
legal  or  equitable  remedy  by  judicial  proceedings  appro- 
priate to  enforce  the  conditions,  covenants  and  agree- 
ments of  this  Agreement. 

No  delay  or  omission  by  the  Trustee  or  by  any  holder 
of  any  Bond  to  exercise  any  right  or  power  arising  from 
or  on  account  of  any  default  hereunder  shall  impair  any 
such  right  or  power,  or  shall  be  construed  to  be  a waiver 
of  any  such  default  or  an  acquieseense  therein ; and  every 
power  and  remedy  given  by  this  Agreement  to  the  Trus- 
tee or  to  the  holders  of  the  Bonds  may  be  exercised,  from 
time  to  time,  and  as  often  as  may  be  deemed  expedient. 

Anything  herein  contained  to  the  contrary  notwith- 
standing, the  holders  of  seventy-five  per  cent,  in  aggre- 
gate principal  amount  of  the  Bonds  outstanding  here- 
under, from  time  to  time,  shall  have  the  right  to  direct 
and  control  the  action  of  the  Trustee  in  making  any  sale 
of  the  pledged  property,  or  in  any  proceedings  by  it  to 
enforce  the  payment  of  the  Bonds  or  the  performance  of 
any  of  the  covenants  and  conditions  hereof,  or  in  fore- 
closing this  Agreement,  or  in  any  other  action  or  pro- 
ceeding hereunder. 

Section  42.  No  holder  of  any  Bond  issued  hereunder 
shall  have  the  right  to  institute  any  suit,  action  or  pro- 
ceeding, at  law  or  in  equity,  for  the  collection  of  any  sum 
due  from  the  Company  on  such  Bond,  for  principal  or 
interest,  or  upon  or  in  respect  of  this  Agreement,  or  for 
the  execution  of  any  trust  or  power  'hereof,  or  for  any 
other  remedy  under  or  upon  this  Agreement,  unless  such 
holder  shall  previously  have  given  to  the  Trustee  written 
notice  of  an  existing  default,  and  unless,  also,  such  holder 
or  holders  shall  have  tendered  to  the  Trustee  security  and 


36 


indemnity  satisfactory  to  it  against  all  costs,  expenses  and 
liabilities  which  might  be  incurred  in  or  by  reason  of  such 
action,  suit  or  proceeding,  and  unless,  also,  the  holders  of 
twenty-five  per  cent,  in  aggregate  principal  amount  of 
the  Bonds  then  outstanding  shall  have  requested  the 
Trustee  in  writing  to  take  action  in  respect  of  such  de- 
fault and  the  Trustee  shall  have  declined  or  failed  to  take 
such  action  within  thirty  days  thereafter;  it  being  in- 
tended that  no  one  or  more  holders  of  Bonds  shall  have 
any  right  in  any  manner  to  enforce  any  right  hereunder, 
or  under  or  in  respect  of  any  of  the  Bonds,  except  in  the 
manner  herein  provided,  and  for  the  equal,  proportionate 
benefit  of  all  holders  of  the  outstanding  Bonds. 

ARTICLE  SEVENTH. 

Sundry  Provisions. 

Section  43.  Any  demand,  request  or  other  instrument 
required  by  this  Agreement  to  be  signed  or  executed  by 
the  holders  of  any  Bonds  may  be  in  any  number  of  con- 
current writings  of  similar  tenor,  and  may  be  signed 
or  executed  by  such  holders  in  person,  or  by  attorney 
appointed  in  writing.  Proof  of  the  execution  of  any  such 
demand,  request  or  other  instrument,  or  of  the  writing 
appointing  any  such  attorney,  and  of  the  ownership  by 
any  person  of  any  Bonds,  shall  be  conclusive  in  favor  of 
the  Trustee  and  of  the  Company,  with  regard  to  due 
action  taken  by  the  Trustee  or  by  the  Company  pursuant 
to  such  instrument,  if  such  proof  be  made  in  the  following 
manner : 

The  fact  and  date  of  the  execution  by  any  person 
of  any  such  demand,  request  or  other  instrument 
or  writing  may  be  proved  by  the  certificate  of  any 
notary  public  or  any  officer  of  any  jurisdiction, 
authorized  by  the  laws  thereof  to  take  acknowledg- 
ments of  deeds  to  be  recorded  in  any  State  within 


37 


the  United  States  of  America,  certifying  that  the 
person  signing  such  request  or  other  instrument 
acknowledged  to  him  the  execution  thereof,  or  by  an 
affidavit  of  a witness  to  such  execution,  duly  sworn  to 
before  any  such  notary  public  or  other  officer. 

The  fact  of  the  holding  of  any  Bonds  the  owner- 
ship of  which  shall  not  at  the  time  be  registered  and 
the  amounts  and  serial  numbers  of  such  Bonds  and  the 
date  of  holding  the  same,  may  be  proved  by  a certifi- 
cate executed  by  any  trust  company,  bank,  banker 
or  other  depositary  (wherever  situated),  if  such  cer- 
tificate shall  be  deemed  by  the  Trustee  to  be  satis- 
factory, showing  that  at  the  date  therein  mentioned 
the  person  named  in  such  certificate  bad  on  deposit 
with  or  exhibited  to  such  depositary  the  Bonds  de- 
scribed in  such  certificate.  For  all  purposes  of  this 
Agreement  and  of  any  proceeding  pursuant  hereto 
for  the  enforcement  hereof  or  otherwise,  such  person 
Shall  be  deemed  to  continue  to  be  the  holder  of  such 
Bonds  until  the  Trustee  shall  have  received  notice  in 
writing  to  the  contrary.  The  ownership  of  any 
Bonds,  the  ownership  of  which  shall  at  the  time  be 
registered,  shall  be  proved  by  the  register  of  such 
Bonds. 

Section  44.  As  to  all  Bonds  the  ownership  of  which 
shall  at  the  time  be  registered,  the  person  in  wdiose  name 
the  same  shall  be  registered  on  the  books  of  the  Company 
shall  for  all  purposes  of  this  Agreement  be  deemed  and 
regarded  as  the  owner  thereof,  and  payment  of  or  on  ac- 
count of  the  principal  of  any  such  Bond  shall  be  made 
only  to  or  upon  the  order  of  such  registered  holder.  Such 
payment  shall  be  valid  and  effectual  to  satisfy  and  dis- 
charge the  liability  of  the  Company  upon  such  Bonds  to 
the  extent  of  the  sum  or  sums  so  paid. 


38 


The  holder  of  any  Bond  the  ownership  of  which  shall 
not  at  the  time  be  registered  and  the  holder  of  any  inter- 
est coupon  pertaining  to  any  Bond,  whether  the  owner- 
ship of  such  Bond  be  registered  or  not,  shall,  for  all  pur- 
poses of  this  Agreement,  be  treated  as  the  absolute  owner 
of  such  Bond  or  interest  coupon ; and  neither  the  Com- 
pany nor  the  Trustee  shall  be  affected  by  any  notice  to 
the  contrary. 

Section  45.  No  recourse  shall  be  had  for  the  payment 
of  either  principal  or  interest  of  any  Bond  or  for  any 
claim  based  thereon  or  otherwise  in  any  manner  in 
respect  thereof  or  in  respect  of  this  Agreement,  to  or 
against  any  stockholder,  officer  or  director  of  the  Com- 
pany, past,  present  or  future,  or  his  legal  representatives 
or  assigns,  either  directly  or  through  the  Company,  by 
virtue  of  any  statute,  or  by  the  enforcement  of  any  assess- 
ment or  penalty,  or  in  any  manner. 

Section  46.  The  following  are  the  definitions  of  vari- 
ous terms  employed  in  this  Agreement: 

“Net  current  assets”,  shall  mean  current  assets, 
less  current  liabilities. 

“Current  assets”,  shall  include: 

(a)  Cash  in  bank,  on  hand  and  with  fiscal  agents; 
call  loans  secured  by  the  pledge  of  securities  listed 
on  the  New  York  Stock  Exchange  ; unpledged  notes, 
accounts,  bills  and  trade  acceptances  receivable  con- 
tracted in  the  ordinary  course  of  business,  if  such 
notes,  accounts,  bills  and  trade  acceptances  receiv- 
able are  due  within  twelve  months  (exclusive  of 
notes,  accounts  or  other  evidences  of  indebtedness 
received  in  payment  for  the  Company's  securities, 
except  amounts  due  from  any  firm  or  corporation 
regularly  engaged  in  the  buying  and  selling  of  invest- 
ment securities)  ; accrued  interest,  rents,  and  royal- 
ties receivable,  and  prepaid  insurance,  interest  and 
taxes;  provided , that  from  notes,  accounts,  bills  and 


39 


trade  acceptances  receivable  there  shall  be  excluded 
all  bad  or  doubtful  items'. 

(6)  Planted  and  growing  administration  cane 
and  advances  to  colonos  and  contractors,  and  ad- 
vances on  account  of  operations  of  current  crop;  pro- 
vided, there  be  deducted  a proper  allowance  for  crop 
damage  to  either  administration  or  colonos  cane  and 
that  all  bad  or  doubtful  items  be  excluded  from  ad- 
vances; and  provided,  further,  that  this  item  (b) 
shall  never  be  taken  at  an  amount  in  excess  of  fifty 
per  cent,  of  the  sum  of  items  («),  (c)  and  (d)  hereof. 

(c)  Raw  and  refined  sugar  and  sugar  in  the  pro- 
cess of  refining  and  materials  and  supplies  on  hand. 
Raw  and  refined  sugar  and  sugar  in  process  of  refin- 
ing shall  be  valued  at  cost  or  market  price,  whichever 
is  lower. 

(d)  Readily  marketable  bonds  and  stocks  of  cor- 
porations other  than  subsidiary  companies,  paying 
regular  interest  and  dividends,  such  bonds  and  stocks 
to  be  valued  at  not  more  than  the  market  value 
thereof. 

“‘Current  liabilities”,  shall  include  accounts, 
bills,  notes  and  acceptances  payable,  maturing  within 
one  year  after  their  date;  loans  from  banks  and 
bankers,  and  salaries,  wages,  interest,  rents,  royal- 
ties, annuities,  and  taxes  accrued,  including  income 
and  excess  profits  taxes. 


The  foregoing  definitions  relate  to  a consolidated 
balance  sheet,  of  the  Company  and  of  its  subsidiary  com- 
panies, after  eliminating  all  intercompany  items.  Such 
consolidated  balance  sheet  shall,  however,  include  only 
such  proportion  of  the  respective  current  assets  and  cur- 
rent liabilities,  shown  on  a subsidiary  company’s  balance 
sheet,  as  the  stock  of  such  subsidiary  company  owned  or 
controlled  by  the  Company  shall  bear  to  the  total  out- 
standing capital  stock  of  such  subsidiary  company. 

“Fixed  assets”,  shall  mean  investments  in  cane 
lands,  and  other  lands  actually  employed  in  the 
business  of  the  company  owning  the  same,  sugar  re- 


40 


fineries,  plants  and  equipment,  including  land  and 
buildings,  and  any  bonds  and  stocks  not  of  the  char- 
acter defined  as  current  assets. 

“Subsidiary  company”,  shall  be  any  corporation 
of  which  sixty  per  cent,  or  more  of  the  shares  of 
stock  having  ordinary  voting  power  not  dependent 
upon  an  event  of  default  are  owned  or  controlled  by 
the  Company. 

“Funded  obligations”,  shall  be  any  bonds,  de- 
bentures, notes  or  other  evidences  of  indebtedness 
which  by  their  terms  mature  more  than  one  year 
after  date. 

Section  47.  Nothing  in  this  Agreement  shall  pre- 
vent the  sale  by  the  Company  of  its  properties  as  an 
entirety  to,  or  the  consolidation  or  merger  of  the  Com- 
pany with  or  into,  any  other  corporation;  provided , that, 
as  a condition  of  any  such  sale,  merger  or  consolidation, 
the  corporation  to  which  such  property  shall  be  sold,  or 
with  or  into  which  such  consolidation  or  merger  shall 
be  made,  shall  assume  the  due  and  punctual  payment 
of  principal  and  interest  of  all  Bonds  at  the  time  out- 
standing hereunder  and  the  performance  of  all  the  cove- 
nants and  conditions  contained  in  this  Agreement;  pro- 
vided, that  no  such  sale,  consolidation  or  merger  shall  be 
made  if  the  holders  of  fifty  per  cent,  in  aggregate  prin- 
cipal amount  of  the  Bonds  then  outstanding  hereunder 
shall  make  objection  thereto  in  the  manner  hereinafter 
provided.  If  at  any  time  the  Company  shall  desire  so 
to  sell  its  properties  to,  or  to  consolidate  or  merge 
with  or  into,  any  other  corporation,  the  Company  shall 
tile  with  the  Trustee  a written  statement,  signed  by 
its  President  or  a Vice-President  and  its  Secretary  or 
an  Assistant  Secretary,  verified  by  one  of  such  officers, 
setting  forth  in  such  reasonable  detail  as  shall  be  satis- 
factory to  the  Trustee  the  proposed  terms  of  sale,  con- 
solidation or  merger,  and  naming  the  date  on  which  it 
is  proposed  that  such  sale,  consolidation  or  merger  shall 


41 


take  effect,  which  date  shall  not  he  less  than  thirty  days 
after  the  date  of  the  filing  of  the  said  statement  with  the 
Trustee;  and,  in  no  case  shall  such  sale,  consolidation  or 
merger  take  effect  prior  to  the  date  so  named.  Upon 
receipt  of  the  said  statement,  the  Trustee,  at  the  expense 
of  the  Company,  shall  cause  notice  of  the  proposed  sale, 
consolidation  or  merger  described  therein  to  be  published 
in  two  daily  newspapers  of  general  circulation,  published 
in  the  Borough  of  Manhattan,  City  and  State  of  New 
York,  twice  a week  for  two  successive  weeks,  the  first 
publication  to  be  not  less  than  twenty  days  prior  to  the 
date  named  in  the  said  statement  of  the  Company  as  the 
date  on  which  it  is  proposed  that  such  sale,  consolida- 
tion or  merger  shall  take  effect,  and,  at  least  twenty 
days  prior  to  such  date,  the  Trustee  shall  also  cause 
similar  notice  to  be  mailed  to  the  registered  holders  of 
any  of  the  Bonds.  Such  notice  shall  briefly  set  forth  the 
proposed  terms  of  sale,  consolidation  or  merger,  as  shown 
in  the  statement  of  the  Company  filed  with  the  Trustee, 
and  shall  call  upon  any  of  the  holders  of  the  Bonds  who 
may  not  approve  of  such  proposed  sale,  consolidation  or 
merger,  to  file  with  the  Trustee,  not  later  than  twenty 
days  after  the  date  of  the  first  publication  of  the  said 
notice,  written  notice  addressed  to  the  Trustee,  that  such 
holder  objects  thereto.  If,  on  or  before  the  said  date,  the 
Trustee  shall  receive  such  written  notice  of  objection  from 
the  holders  of  fifty  per  cent  in  aggregate  principal  amount 
of  the  Bonds  then  outstanding,  the  Trustee  shall  forthwith 
notify  the  Company ; and,  in  such  event,  the  Company  will 
not  suffer  or  permit  the  proposed  sale,  consolidation  or 
merger  to  take  effect  or  to  be  consummated,  but  will  sus- 
pend or  discontinue  all  proceedings  with  respect  thereto. 

Section  48.  All  the  covenants,  stipulations  and  agree- 
ments in  this  Agreement  contained  by  or  on  behalf  of 
the  Company,  are  and  shall  be  for  the  sole  and  exclu- 
sive benefit  of  the  parties  hereto  and  of  the  respective 


42 


holders  and  owners  of  the  Bonds  and  interest  coupons 
hereby  secured,  and  shall  bind  and  apply  to  the  suc- 
cessors and  assigns  of  the  Company,  whether  so  expressed 
or  not.  Whenever,  in  this  Agreement,  either  of  the  par- 
ties hereto  is  referred  to,  such  reference  shall  be  deemed 
to  include  the  successor  or  successors  and  assigns  of  such 
party,  and  all  covenants,  promises  and  agreements  in  this 
Agreement  contained  by  or  on  behalf  of  the  Company,  or 
by  or  on  behalf  of  the  Trustee,  shall  bind  and  inure  to 
the  benefit  of  the  respective  successors  and  assigns  of 
such  party,  whether  so  expressed  or  not. 

ARTICLE  EIGHTH. 

Concerning  the  Trustee. 

Section  49.  The  Trustee  accepts  the  trusts  of  this 
Agreement  and  agrees  to  execute  them  upon  the  terms 
and  conditions  hereof,  including  the  following,  to  all  of 
which  the  Company  and  the  holders  of  the  Bonds  agree: 

The  Trustee  shall  be  under  no  obligation  to  see  to  the 
performance  or  observance  of  any  of  the  covenants  or 
agreements  on  the  part  of  the  Company. 

The  Trustee  shall  not  be  responsible  in  respect  of  the 
validity  of  this  Agreement  or  of  the  Bonds,  nor  for  the 
sufficiency  of  the  security  provided  hereby;  and  it  makes 
no  representation  in  respect  thereof. 

The  Trustee  shall  not  be  responsible  in  any  maimer 
for  the  operations  of  the  Sinking  Fund  provided  for  in 
Article  Fifth  hereof,  nor  for  any  dealings  of  the  Com- 
pany or  of  any  agent  of  the  Company  therewith,  nor  to 
see  that  any  Sinking  Fund  instalment  is  set  aside  or 
applied  in  accordance  with  the  provisions  of  the  said 
Article  Fifth;  and  it  assumes  no  duty  or  obligation  with 
respect  thereto. 

The  Trustee  shall  not  be  responsible  for  the  recitals 
herein  or  in  the  Bonds  contained,  all  of  which  are  made 
by  the  Company,  solely ; nor  shall  the  Trustee  be  respon- 


43 


sible  in  any  manner  for  effecting  or  renewing  any  insur- 
ance upon  any  of  the  property  of  the  Company,  or  of  any 
subsidiary  company,  or  for  the  application  of  the  proceeds 
of  any  such  insurance,  or  for  the  application  of  the  pro- 
ceeds of  any  sale  of  fixed  assets  as  provided  in  Section 
20  hereof,  or  for  the  payment  of  any  tax,  assess- 
ment or  imposition  which  may  at  any  time  be  levied  or 
assessed  against  the  Company  or  any  subsidiary  company 
or  against  any  of  the  property  of  the  Company  or  of  any 
subsidiary  company. 

The  Trustee  shall  be  entitled  to  reasonable  compen- 
sation for  all  services  rendered  hereunder,  and  such  com- 
pensation, as  well  as  all  reasonable  expenses  necessarily 
incurred  and  actually  disbursed  hereunder  by  the  Trustee, 
the  Company  agrees  to  pay ; and,  until  so  paid,  the  Trustee 
shall  have  a lien  therefor  upon  the  pledged  property, 
preferential  to  the  Bonds. 

Until  the  Trustee  shall  have  received  written  notice 
to  the  contrary  from  the  holders  of  not  less  than  twenty- 
five  per  cent,  in  aggregate  principal  amount  of  the  Bonds 
then  outstanding,  the  Trustee  may,  for  all  the  purposes 
of  this  Agreement,  assume  that  no  default  has  been  made 
in  the  payment  of  any  of  the  Bonds  or  of  the  interest 
thereon,  or  in  the  observance  or  performance  of  any  other 
of  the  covenants  contained  in  the  Bonds  or  in  this  Agree- 
ment, and  that  the  Company  is  not  in  default  under  this 
Agreement. 

The  Trustee  shall  not  be  under  any  obligation  to  take 
any  action  hereunder,  which  in  its  opinion  will  be  likely 
to  involve  it  in  expense  or  liability,  unless  one  or  more 
holders  of  Bonds  shall,  as  often  as  required  by  the  Trus- 
tee, furnish  it  security  and  indemnity  satisfactory  to  it 
against  such  expense  and  liability ; nor  shall  the  Trustee 
be  required  to  take  any  action  in  respect  of  any  default 
hereunder  unless  requested  by  an  instrument  in  writing 
signed  by  the  holders  of  not  less  than  twenty-five  per 


44 


cent,  in  aggregate  principal  amount  of  the  Bonds  then 
outstanding. 

All  moneys  coming  into  the  hands  of  the  Trustee  may 
be  treated  by  it,  until  such  time  as  it  is  required  to  pay 
out  the  same,  as  a general  deposit,  and  the  interest,  if 
any,  paid  thereon  shall  be  at  such  rate  as  the  Trustee 
allows  on  similar  deposits. 

All  rights  of  action  under  this  Agreement  may  be 
enforced  by  the  Trustee  without  the  possession  of  any 
Bonds,  or  the  production  thereof  on  the  trial  or  other  pro- 
ceedings relative  thereto. 

The  Trustee,  in  its  individual  capacity,  may  acquire 
and  hold  any  Bonds  issued  hereunder  with  the  same 
right  and  to  the  same  extent  as  if  it  were  not  such 
Trustee. 

Any  action  taken  by  the  Trustee  at  the  request  or  with 
the  consent  of  any  person  who  at  the  time  is  the  owner  of 
any  Bond  shall  be  conclusive  and  binding  upon  all  future 
holders  of  such  Bond. 

The  Trustee  shall  not  be  answerable  for  the  default  or 
misconduct  of  any  agent  or  attorney  appointed  by  it  in 
pursuance  hereof,  if  such  agent  or  attorney  shall  have 
been  selected  with  reasonable  care,  nor  for  any  error  of 
judgment,  nor  for  any  act  done  or  omitted  by  it  in  good 
faith,  nor  for  any  mistake  of  fact  or  of  law,  nor  for  any- 
thing whatever  in  connection  with  this  Agreement,  except 
for  its  own  wilful  misconduct. 

The  Trustee  may  construe  any  of  the  provisions  of 
this  Agreement;  and  any  construction  placed  upon  any 
provision  hereof  by  the  Trustee  in  good  faith  shall  be 
binding  upon  the  Company  and  upon  the  holders  of  all 
Bonds  issued  hereunder. 

The  Trustee  may  advise  with  legal  counsel;  and  any 
action  under  this  Agreement,  taken  or  suffered  in  good 
faith  by  the  Trustee  in  accordance  with  the  opinion  of 
counsel,  shall  be  conclusive  on  the  Company  and  on  all 


45 


holders  of  Bonds,  and  the  Trustee  shall  be  fully  protected 
in  respect  thereto. 

The  Trustee  shall  be  protected  in  acting  upon  any 
notice,  request,  waiver,  consent,  certificate,  affidavit,  in- 
demnity bond  or  other  instrument  believed  by  it  to  be 
genuine  and  to  be  signed  by  the  proper  party  or  parties. 

Section  50.  The  Trustee  or  any  successor  may  resign 
as  trustee  hereunder  by  filing  with  the  Company  an 
instrument  in  writing,  resigning  the  trusts  hereby  created, 
two  weeks  (or  such  shorter  time  as  may  be  accepted  by 
the  Company  as  adequate)  before  such  resignation  shall 
take  effect. 

Any  trustee  hereunder  may  be  removed  at  any  time 
by  an  instrument  in  writing  filed  with  the  trustee  for  the 
time  being  acting  hereunder  and  executed  by  the  holders 
of  two-thirds  in  aggregate  principal  amount  of  the  Bonds 
then  outstanding;  provided,  there  be  paid  to  the  trustee 
so  removed  all  moneys  due  to  it  hereunder. 

Section  51.  In  case,  at  any  time,  any  trustee  acting 
hereunder  shall  resign  or  shall  be  removed  or  otherwise 
shall  become  incapable  of  acting,  a successor  may  be 
appointed  by  the  holders  of  a majority  in  aggregate 
principal  amount  of  the  Bonds  then  outstanding  by  an 
instrument  signed  by  such  holders  or  their  attorneys  in 
fact  duly  authorized;  but  until  a new  trustee  shall  be 
so  appointed  hereunder,  the  Company  may,  by  an  instru- 
ment in  writing,  executed  by  order  of  its  Board  of 
Directors,  appoint  a trustee  to  fill  such  vacancy.  Any 
new  trustee  so  appointed  by  the  Company  shall  imme- 
diately be  superseded  by  a trustee  appointed  in  the 
manner  above  provided  by  the  holders  of  a majority  in 
aggregate  principal  amount  of  the  Bonds. 

Any  trustee  appointed  under  any  of  the  provisions  of 
this  Article  shall  always  be  a national  banking  associa- 
tion, bank  or  trust  company  having  an  office  in  the 
Borough  of  Manhattan,  City  of  New  York,  and  having  a 


4 G 


capital  and  surplus  aggregating  at  least  One  Million 
Dollars,  if  there  shall  be  such  a banking  association,  bank 
or  trust  company  willing  and  able  to  accept  the  trusts 
upon  reasonable  or  customary  terms. 

Section  52.  Any  successor  trustee  appointed  here- 
under shall  execute  and  deliver  to  the  Company  and  to 
the  retiring  trustee  an  instrument  accepting  such  appoint- 
ment hereunder,  and  thereupon  such  successor  trustee 
shall  be  invested  with  the  same  authority,  rights,  powers, 
discretion  and  duties  herein  provided  for  the  Trustee;  but 
Ihe  trustee  so  resigning  or  removed,  shall,  at  the  request 
of  the  Company,  its  successors  or  assigns,  or  of  the  suc- 
cessor trustee  so  appointed,  and  upon  payment  of  its 
charges  and  disbursements  then  unpaid,  make  and  execute 
such  deeds,  conveyances,  assignments  or  assurances  to  its 
successor  as  its  successors  may  reasonably  require,  and 
shall  deliver  to  such  successor  in  negotiable  form  or 
accompanied  by  suitable  transfer  powers  all  the  pledged 
property  and  cash  then  in  its  possession  hereunder. 

In  witness  whereof,  the  Company  and  the  Trustee 
have  caused  this  Agreement  to  be  signed  by  their  respect- 
ive Presidents  or  Vice-Presidents,  and  their  respective 
corporate  seals  to  be  hereto  affixed,  duly  attested,  as  of 
the  day  and  year  first  above  written. 

The  Cuban- American  Sugar  Company, 
By  H.  W.  Wilmot 

[corporate  seal]  Vice-President 

Attest : 

Walter  J.  Vreeland 

Secretary 

The  National  City  Bank  of  New  York, 
By  Titos.  A.  Reynolds 

[corporate  seal]  Vice-President 

Attest : 

C.  H.  Clark 

Assistant  Cashier 


47 


State  of  New  York,) 

County  of  New  York.] 

On  the  23rd  day  of  March,  1921,  before  me  person- 
ally came  H.  W.  YVilmot,  to  me  known,  who,  being 
by  me  duly  sworn,  did  depose  and  say,  that  he  resides 
in  the  City  and  State  of  New  York;  that  he  is  the  Vice- 
President  of  The  Cuban-American  Sugar  Company, 
one  of  the  corporations  described  in  and  which  executed 
the  foregoing  instrument;  that  he  knows  the  seal  of  the 
said  corporation ; that  the  seal  affixed  to  the  said  instru 
rnent  is  such  corporate  seal ; that  it  was  so  affixed  by 
authority  of  the  Board  of  Directors  of  the  said  cor- 
poration, and  that  he  signed  his  name  thereto  by  like 
authority. 

R.  L.  Davis 


[notarial  seal] 


Notary  Public,  Kings  Co.  No.  250 
Kings  County  Register  No.  1141 
Certificate  Filed  in  New  York  Co. 
New  York  County  Clerk's  No.  391 
New  York  Co.  Register’s  No.  1390 
Commission  expires  Mar.  31,  1921 


State  of  New  York,) 
County  of  New  York.] 


On  the  23rd  day  of  March,  1921,  before  me  person- 
ally came  Thomas  A.  Reynolds,  to  me  known,  who, 
being  by  me  duly  sworn,  did  depose  and  say,  that  he 
resides  in  the  City  and  State  of  New  York;  that  he  is 
a Vice-President  of  The  National  City  Bank  of  New 
York,  one  of  the  corporations  described  in  and  which 
executed  the  foregoing  instrument;  that  he  knows  the 
seal  of  the  said  corporation;  that  the  seal  affixed  to  the 
said  instrument  is  such  corporate  seal ; that  it  was  so 
affixed  by  authority  of  the  Board  of  Directors  of  the  said 
corporation,  and  that  he  signed  his  name  thereto  by  like 
authority. 

R.  L.  Davis 


[notarial  seal] 


H8158 


Notary  Public,  Kings  Co.  No.  250 
Kings  County  Register  No.  1141 
Certificate  Filed  in  New  York  Co. 
New  York  County  Clerk's  No.  391 
New  York  Co.  Register’s  No.  1390 
Commission  expires  Mar.  31,  1921 


